Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible: (a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered; (b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; (d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction; (e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable; (f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading; (g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal; (h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied; (i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder; (j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA; (k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request; (l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and (m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 7 contracts
Samples: Registration Rights Agreement (China Cord Blood Corp), Registration Rights Agreement (China Cord Blood Corp), Convertible Note Purchase Agreement (China Cord Blood Corp)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to this AgreementSection 3 or Section 4 hereof, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof, thereof and the following provisions shall apply in connection with any such request, the Company shall, as expeditiously as possibletherewith:
(ai) before filing No Holder shall be entitled to be named as a selling securityholder in the Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority as of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate time of its initial effectiveness or at any time thereafter, and appropriate opportunity no Holder shall be entitled to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with use the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller Prospectus for resales of Registrable Securities of at any stop order issued or threatened time, unless such Holder has become an “Electing Holder” by returning a duly completed and signed Notice and Questionnaire to the Company by the SEC relating to Registrable Securities deadline for response set forth therein (or the Holder has delivered a Notice and take all actions required to prevent Questionnaire after the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement deadline for response and the prospectus used Company has named such Holder as a selling securityholder in connection therewith as may be necessary to keep such the Registration Statement effective for Statement) and has provided any other information reasonably requested in writing by the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and Company.
(ii) such shorter period which will terminate when all Registrable Securities covered Each Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Registration Statement have been sold and shall comply with Electing Holder to the provisions Company or of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening occurrence of any event (including the passage of time) in either case as a result of which the Company has knowledge which makes any statement of a material fact in Prospectus relating to such Registration Statement registration contains or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any an untrue statement of a material fact regarding such Electing Holder or omit such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that in such Prospectus shall not contain, with respect to such Electing Holder or the case disposition of such prospectusRegistrable Securities, it will not contain any an 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, misleading and that in (ii) any other information regarding such Electing Holder and the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition distribution of such Registrable Securities and their respective counsel in connection with any filings as may be required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee disclosed in any Registration Statement under applicable law, pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and SEC comments or as the Company may request from time to time in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebywriting.
Appears in 6 contracts
Samples: Registration Rights Agreement (Lyon William H), Registration Rights Agreement (Lyon William H), Registration Rights Agreement (William Lyon Homes)
Obligations of the Company. Whenever registration The Company hereby agrees as follows:
(i) to pay to each BGS-RSCP Supplier every month an amount equal to the Auction Price multiplied by the Seasonal Billing Factor multiplied by the PMEA, as detailed in Article 9 of Registrable Securities is required or requested this Agreement and subject to the exceptions set forth therein;
(ii) to pay to each BGS-RSCP Supplier the PMEA/FMEA Adjustment Amount for any Billing Month in which the FMEA exceeds the PMEA, as more fully described in Article 9 of this Agreement;
(iii) to establish and report each BGS-RSCP Supplier’s load obligation (for each Supply Day) to PJM in accordance with PJM’s prevailing requirements;
(iv) to be financially responsible for the Firm Transmission Service obligations pursuant to this Agreementthe PJM Agreements. Pursuant to the PJM tariff, the Company will be responsible for, or will receive, as applicable: (i) charges assessed under Network Integration Transmission Service; (ii) charges and credits under Transmission Enhancement Charges; (iii) charges and refunds under Generation Deactivation; and (iv) credits under Non-Firm Point-to-Point Transmission Service. PJM billing statement line items for which the Company is responsible are set forth in Table G-1 of Appendix G and a full list of PJM billing statement line items as of the Effective Date are set forth in Table G-2 of Appendix G. The Company shall use its commercially reasonable efforts have such responsibility regarding such services as they may be modified or superseded from time to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, time. Each BGS-RSCP Supplier shall be responsible for all other costs and expenses related to transmission and Ancillary Services in connection with any such request, the Company shallprovision of BGS-RSCP Supply in proportion to its BGS- RSCP Supplier Responsibility Share;
(v) to pay to each BGS-RSCP Supplier, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected approved by the Designated Holders holding BPU, a majority percentage share equal to the BGS-RSCP Supplier Responsibility Share of such BGS- RSCP Supplier of all amounts received from a TPS as damages, penalties or forfeited security due to the Registrable Securities being registered failure of such TPS to provide adequate notice in such registration (“Holders’ Counsel”) conformance with applicable BPU requirements that a Customer previously served by the TPS is switching to BGS-RSCP or forfeited as a result of an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being event of default by a TPS under the Company’s control. The Third Party Supplier Agreement; provided that the amounts paid to BGS-RSCP Suppliers shall be net of any amounts retained by the Company shall reasonably cooperate to offset costs or losses of the Company associated with Holders’ Counsel in performing the failure of the TPS to provide adequate notice or the occurrence of an event of default under the Company’s obligations under this Third Party Supplier Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; further provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or have no obligation to seek the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free recovery of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statementdamages, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statementpenalties or forfeited security due from a TPS through collection efforts, and provide the transfer agent for the Registrable Shares one judicial procedures or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyotherwise; and
(mvi) take to comply in a timely manner with all other steps reasonably necessary and advisable to effect obligations under this Agreement imposed upon the registration of the Registrable Securities contemplated herebyCompany.
Appears in 6 contracts
Samples: Supplier Master Agreement, Supplier Master Agreement, Supplier Master Agreement
Obligations of the Company. Whenever When the Company is required to effect the registration of Registrable Securities is required or requested under the Securities Act pursuant to Section 3 or Section 4 of this Agreement, subject to Section 3.2 hereof (as applicable), the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possiblepracticable:
(a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which complies as to form in all material respects with applicable Commission rules providing for the sale by the Designated Holders of the Registrable Securities to be filed with the Commission; provided, however, that before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders Holder holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to the extent such documents being are under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC Commission such amendments and supplements as to such the Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall to comply with the provisions of the Securities Act with respect to the disposition of all securities the Registrable Securities covered by such Registration Statement during Statement, in each case for such period time as is contemplated in accordance with the intended methods Section 3.1 or Section 4.1 of disposition by the sellers thereof set forth in such Registration Statementthis Agreement;
(c) furnish furnish, without charge, to each seller of Designated Holder selling Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such the Registration Statement, each amendment and supplement thereto (in each case including all exhibits theretoexhibits, but excluding any documents to be incorporated be reference therein that are publicly available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”)), and the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus in conformity with the requirements of the Securities Act as each such seller the Designated Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerDesignated Holder;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securitiesthe Designated Holders: (i) when a prospectusthe Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement, a Registration Statement supplement related thereto or a post-effective amendment to a the Registration Statement (but only if relating to Registrable Securities) has been filed with the SECfiled, and, with respect to a the Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; , (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority Commission of any stop order suspending the effectiveness of a the Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening threat of any proceedings for that purpose; , and (iviii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in under the securities or “blue sky” laws of any jurisdiction or the initiation or threatening of any proceedings proceeding for such purpose; ;
(ve) promptly use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement, and, if any such order suspending the effectiveness of a Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment;
(f) following receipt of a Registration Notice and thereafter until the sooner of completion, abandonment or termination of the offering or sale contemplated thereby and the expiration of the period during which the Company is required to maintain the effectiveness of the related Registration Statement as set forth in Section 3 or Section 4, as the case may be, promptly notify the Designated Holders: (i) of the existence of any fact of which the Company is aware or the happening of any event which has resulted in (including A) the passage of time) of which the Company has knowledge which makes any Registration Statement, as then in effect, containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading or (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to any event described in either of the clauses (i) or (ii) of this Section 5.2(f), at the request of a Designated Holder, the Company shall promptly prepare and, to the extent the exemption from the prospectus delivery requirements in Rule 172 under the Securities Act is not available, furnish to the Designated Holder a reasonable number of copies of a supplement or post-effective amendment to such Registration Statement or related prospectus Prospectus or file any other required document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the so that (1) such Registration Statement or prospectus in order that, in the case of the Registration Statement, it will shall not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and (2) as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and that in the case of such prospectus, it will Prospectus shall not contain any include an untrue statement of a material fact or omit to state any a 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each the national securities exchange on which similar securities issued by the Company Common Shares are then listed, if the listing of Registrable Securities is then permitted under the rules of such national securities exchange; provided, that the that, all applicable listing requirements are satisfied;
(h) if requested by a Designated Holder, incorporate in a prospectus supplement or post-effective amendment such information concerning such Designated Holder or the intended method of distribution as such Designated Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Securities pursuant to the Registration Statement, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other material terms of the offering of the Registrable Securities to be sold in such offering; provided, however, that the Company shall not be obligated to include in any such prospectus supplement or post-effective amendment any requested information that is not required by the rules of the Commission and is unreasonable in scope compared with the Company’s most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of equity securities by the Company;
(i) if such sale is pursuant to an underwritten offering, enter into and perform customary agreements (including an underwriting agreement in customary form with the Company Underwriter, if any, selected as provided in Section 3) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by the Company Underwriter;
(j) if such sale is pursuant to an underwritten offering, make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders’ Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an “Inspector” and collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (z) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(k) if such sale is pursuant to an underwritten offering, obtain “comfort” letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing underwriter reasonably requests;
(l) if such sale is pursuant to an underwritten offering, furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters may reasonably request and are customarily included in such opinions;
(m) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(n) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Section 3 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 4 hereunder;
(jo) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(mp) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 4 contracts
Samples: Registration Rights Agreement (QTS Realty Trust, Inc.), Registration Rights Agreement (QTS Realty Trust, Inc.), Registration Rights Agreement (QTS Realty Trust, Inc.)
Obligations of the Company. Whenever registration The Company hereby agrees as follows:
(i) to pay to each BGS-RSCP Supplier every month an amount equal to the Auction Price multiplied by the Seasonal Billing Factor multiplied by the PMEA, as detailed in Article 9 of Registrable Securities is required or requested pursuant this Agreement and subject to the exceptions set forth therein;
(ii) to pay to each BGS-RSCP Supplier the PMEA/FMEA Adjustment Amount for any Billing Month in which the FMEA exceeds the PMEA, as more fully described in Article 9 of this Agreement;
(iii) to provide to each BGS-RSCP Supplier its estimated aggregate load obligation for each Supply Day twenty (20) days prior to the Supply Day, and its final estimated load obligation for each Supply Day five (5) days prior to the Supply Day;
(iv) to the extent that (a) the Company purchases Energy during the term of this Agreement from renewable energy resources that meet the eligibility requirements for satisfying the Energy Portfolio Standards; (b) the renewable energy attributes transfer to the Company under the terms of the Energy purchase arrangements; and (c) the Company is not utilizing the renewable energy attributes associated with such purchases to meet obligations as a Load Serving Entity within PJM, the Company shall use its commercially reasonable efforts apply such renewable energy attributes to effect help satisfy the registration BGS-RSCP Supplier’s Energy Portfolio Standards obligations under Section 2.2(a)(vi) of this Agreement to the extent that the Applicable Legal Authorities expressly allow or authorize the Company to do so;
(v) to pay to each BGS-RSCP Supplier, as approved by the BPU, a percentage share equal to the BGS-RSCP Supplier Responsibility Share of such Registrable Securities BGS- RSCP Supplier of all amounts received from a TPS as damages, penalties or forfeited security due to the failure of such TPS to provide adequate notice in accordance conformance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing applicable BPU requirements that a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected Customer previously served by the Designated Holders holding TPS is switching to BGS-RSCP or forfeited as a majority result of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being event of default by a TPS under the Company’s control. The Third Party Supplier Agreement; provided that the amounts paid to BGS- RSCP Suppliers shall be net of any amounts retained by the Company shall reasonably cooperate to offset costs or losses of the Company associated with Holders’ Counsel in performing the failure of the TPS to provide adequate notice or the occurrence of an event of default under the Company’s obligations under this Third Party Supplier Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; further provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or have no obligation to seek the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free recovery of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statementdamages, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statementpenalties or forfeited security due from a TPS through collection efforts, and provide the transfer agent for the Registrable Shares one judicial procedures or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyotherwise; and
(mvi) take to comply in a timely manner with all other steps reasonably necessary and advisable to effect obligations under this Agreement imposed upon the registration of the Registrable Securities contemplated herebyCompany.
Appears in 4 contracts
Samples: Supplier Master Agreement, Supplier Master Agreement, Supplier Master Agreement
Obligations of the Company. Whenever required under Section 1 to effect the registration of any Registrable Securities is required or requested pursuant to this AgreementSecurities, the Company shall will use its commercially reasonable best efforts to effect the registration of such Registrable Securities pursuant to this Agreement in accordance with the intended method methods of distribution disposition thereof, and in connection with any such request, pursuant thereto the Company shall, will as expeditiously as possible:
(a) before filing Prepare and file with the SEC a Registration Statement or prospectus or any amendments or supplements thereto relating with respect to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the such Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity use its reasonable best efforts to review and comment on cause such Registration Statement to become effective, and each prospectus included therein (and each amendment or supplement thereto) to be filed with keep such registration statement effective for the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel period provided for in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;.
(b) Promptly prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith with such Registration Statement as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such for the period provided for in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;this Agreement.
(c) Promptly furnish to each seller Holder of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy Securities such numbers of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such the Registration Statement (including each preliminary prospectus and any summary prospectus) in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;them.
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller Promptly notify each Holder of Registrable Securities may reasonably request, and continue covered by such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as statement at any such seller reasonably requests or until all of such Registrable Securities are sold, whichever time when a prospectus relating thereto is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securitiesdelivered under the Securities Act of: (i) when the happening of any event as a prospectusresult of which the prospectus included in such Registration Statement, any prospectus supplementas then in effect, includes an untrue statement of a Registration Statement material fact or omits to state a post-effective amendment material fact required to a Registration Statement (but only if relating be stated therein or necessary to Registrable Securities) has been filed with make the SECstatements therein not misleading in the light of the circumstances then existing, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; , and (iviii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities Shares for sale in any jurisdiction or the initiation or threatening of any proceedings proceeding for such purpose; .
(ve) Use its reasonable best efforts to cause all such Registrable Securities registered pursuant hereto to be listed on Nasdaq or each securities exchange on which similar securities issued by the Company are then listed.
(f) Provide each Holder of Registrable Securities with a reasonable opportunity to review and comment on the existence of any fact or happening of Registration Statement prior to its filing with the SEC.
(g) If there has occurred any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any as then in effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that misleading in the case light of the circumstances then existing, the Company will use its reasonable best efforts to prepare and furnish to each Holder a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such prospectusRegistrable Securities, it such prospectus will not contain any an 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that misleading in the case of such 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 light of the circumstances under which they were made, not misleading;then existing.
(gh) upon In the occurrence event of the issuance by the SEC of any event contemplated by clauses (iii) stop order suspending the effectiveness of a Registration Statement, or (iv) of Section 7.1(e)any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in the Registration Statement for sale in any jurisdiction, as promptly as practicable, the Company will use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;order.
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel Cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;National Association of Securities Dealers.
(j) Use its reasonable best efforts to register or qualify such Registrable Securities under such other state securities or blue sky laws as the selling Holders selling such Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably necessary or reasonably advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder and to keep each such registration or qualification (or exemption therefrom) effective during the period which the Registration Statement is required to be kept effective (provided, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction).
(k) cooperate with Enter into such customary agreements (including underwriting agreements containing customary representations and warranties) and take all other customary and appropriate actions as the Designated Holders of a majority of the Registrable Shares Securities being sold or the managing underwriters, if any, reasonably request in order to expedite or facilitate the timely preparation and delivery disposition of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;Securities.
(l) not later than the Required Effectiveness Date of With respect to an Underwritten Offering pursuant to any Registration StatementStatement filed under Section 1.2 or Section 1.3, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares obtain one or more certificates for comfort letters, dated the effective date of the Registration Statement and, if required by the managing underwriters, dated the date of the closing under the underwriting agreement, signed by the Company’s independent public accountants in customary form and covering such Registrable Shares, matter of the type customarily covered by comfort letters in a form eligible for deposit with the Depository Trust Company; andsimilar transactions.
(m) take With respect to an Underwritten Offering pursuant to any Registration Statement filed under Section 1.2 or Section 1.3, obtain a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement and, if required by the managing underwriters, dated the date of the closing under the underwriting agreement, with respect to the Registration Statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions in similar transactions.
(n) Take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 4 contracts
Samples: Registration Rights Agreement (Patrick Industries Inc), Registration Rights Agreement (Tontine Capital Partners L P), Securities Purchase Agreement (Patrick Industries Inc)
Obligations of the Company. Whenever registration In connection with its obligations under Section 2 with respect to the Resale Registration Statement and any Warrant Resale Registration Statement, the Company shall:
(i) prepare and file with the Commission a Resale Registration Statement or Warrant Resale Registration Statement as prescribed by Sections 2(a) and 2(c), respectively, within the relevant time periods specified in Sections 2(a) and 2(c), respectively, on Form S-3 (or if such form is not available, any other appropriate available form), which form shall (A) be available for the resale of the Registrable Securities is or Registrable Liquidated Damages Warrant Securities by the selling Holders thereof and (B) comply as to form in all material respects with the requirements of the applicable form and include all financial statements required or requested pursuant by the Commission to this Agreement, be filed therewith; the Company shall use its commercially reasonable best efforts to effect cause such Resale Registration Statement or Warrant Resale Registration Statement to become effective and remain effective and the registration of such Registrable Securities Prospectus usable for resales in accordance with Section 2, subject to the intended method of distribution thereofproviso contained in Section 2(b) or Section 2(d), and in connection with as applicable; provided, however, that, no fewer than five (5) calendar days before filing any such requestResale Registration Statement, Warrant Resale Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall, as expeditiously as possible:
(a) before filing a shall furnish to and afford the Holders covered by such Resale Registration Statement or prospectus Warrant Resale Registration Statement and their counsel a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed and will cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to conduct a reasonable investigation within the meaning of the Securities Act; and the Company shall not file any Resale Registration Statement, Warrant Resale Registration Statement or Prospectus or any amendments or supplements thereto relating to Registrable Securities, in respect of which the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with must be afforded an adequate and appropriate opportunity to review prior to the filing of such document, other than filings required under the Exchange Act, if the Holders or their counsel shall reasonably object in a timely manner; and comment on such provided further, however, the plan of distribution disclosed in the Resale Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to the Warrant Resale Registration Statement shall be filed in the form attached hereto as Exhibit B, with such changes as the SEC, subject to such documents being under the Company’s control. The Company shall Holders may reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if enteredrequest;
(bii) prepare and file with the SEC Commission such amendments and supplements (including post effective amendments) to such any Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified Effectiveness Period, subject to the proviso contained in Section 32(b) or Section 2(d), as the case may be, or as reasonably requested by the Holders of a majority of Registrable Securities or Registrable Liquidated Damages Warrants Securities, as the case may be, and cause each Prospectus to be supplemented, if not so specified thereindetermined by the Company or requested by the Commission, by any required prospectus supplement and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force), under the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by Act; respond as promptly as reasonably possible to any comments received from the Commission with respect to such Registration Statement have been sold Statement, or any amendment, post-effective amendment or supplement relating thereto; and shall as promptly as reasonably possible, upon request, provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement; and comply in all material respects with the provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder applicable to it with respect to the disposition of all securities Registrable Securities or Registrable Liquidated Damages Warrant Securities covered by such Registration Statement during such period the Effectiveness Period in accordance with the intended method or methods of disposition distribution by the sellers selling Holders thereof set forth described in such Registration Statementthis Agreement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(diii) register or qualify such the Registrable Securities or Registrable Liquidated Damages Warrant Securities under such other all applicable state securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may Holder shall reasonably requestrequest in writing, and continue keep each such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to effective during the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, Effectiveness Period and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller Holder to consummate the public sale or other disposition in each such jurisdictions jurisdiction of the such Registrable Securities or Registrable Liquidated Damages Warrant Securities owned by such sellerHolder; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d3(a)(iii), or (iiB) file any general consent to general service of process in any jurisdiction where it would not otherwise be subject to such jurisdictionservice of process or (C) subject itself to any material taxation in any such jurisdiction if it is not then so subject;
(eiv) promptly (and, in the case of (G) below, not less than five (5) calendar days prior to such filing) notify each seller of Registrable Securities: Holder and promptly confirm such notice in writing, if such notice was verbally given, (iA) when a prospectus, any prospectus supplement, a the Registration Statement covering such Registrable Securities or a post-Registrable Liquidated Damages Warrant Securities has become effective amendment to a Registration Statement and when any post effective amendments thereto become effective, (but only if relating to Registrable SecuritiesB) has been filed with of the SEC, and, receipt of any comments from the Commission with respect to any such document or a Registration Statement or any post-effective amendment document incorporated by reference therein, (but only if relating to Registrable Securities), when the same has become effective; (iiC) of any comments or request by the SEC Commission or any other federal or state Governmental Authority securities authority for amendments or supplements to a such Registration Statement or related prospectus Prospectus or for additional information after such Registration Statement has become effective, (but only if relating to Registrable Securities); (iiiD) of the issuance or threatened issuance by the SEC Commission or any other Governmental Authority state securities authority of any stop order suspending the effectiveness of a such Registration Statement relating to or the qualification of the Registrable Securities or of Registrable Liquidated Damages Warrant Securities in any order suspending or preventing the use of any related prospectus jurisdiction described in Section 3(a)(iii) or the initiation or threatening of any proceedings for that purpose; , (ivE) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities or Registrable Liquidated Damages Warrant Securities for sale in any jurisdiction or the initiation or threatening of any proceedings proceeding for such purpose; , (vF) of the existence of any fact or happening of any event (including or the passage failure of time) any event to occur or the discovery of which any facts, during the Company has knowledge Effectiveness Period, which makes any statement of a material fact made in such Registration Statement or the related prospectus Prospectus untrue in any material respect or which causes such Registration Statement or Prospectus to omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (G) when a Prospectus or Prospectus Supplement or post-effective amendment to such Registration Statement is proposed to be filed;
(v) use its best efforts to prevent the entry of any stop order or other suspension of effectiveness of any Registration Statement, or if entered, to obtain the withdrawal of any such stop order or to avoid the issuance of, or, if issued, obtain the withdrawal of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities or Registrable Liquidated Damages Warrant Securities for sale in any jurisdiction at the earliest possible moment;
(vi) furnish to each Holder, without charge, one conformed copy of the Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested) promptly after the filing of such documents with the Commission, and additional conformed copies of such Registration Statement as such Holder may reasonably request;
(vii) promptly deliver to each selling Holder, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) as such Holder from time to time may reasonably request (it being understood that the Company consents to the use of the Prospectus by each of the selling Holders in connection with the offering and sale of the Registrable Securities or the Registrable Liquidated Damages Warrant Securities covered by the Prospectus), such other documents incorporated by reference therein and any exhibits thereto as such selling Holder from time to time may reasonably request in order to facilitate the disposition of the Registrable Securities or Registrable Liquidated Damages Warrant Securities by such Holder;
(viii) as soon as practicable after the resolution of any matter or event specified in Sections 3(a)(iv)(B), 3(a)(iv)(C), 3(a)(iv)(E) and 3(a)(iv)(F) (subject to the proviso contained in Section 2(b)), prepare and file with the Commission a supplement or post-effective amendment to the applicable Registration Statement or the related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of file any changes other required document, and provide revised or supplemented Prospectuses to the Registration Statement or prospectus in order Holders so that, in as thereafter delivered to the case purchasers of the Registration StatementRegistrable Securities or Registrable Liquidated Damages Warrant Securities, it such Prospectus will not contain include 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 that in the case of such 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and ;
(viix) determination a reasonable time prior to the filing of any document which is to be incorporated by counsel of the Company that a post-effective amendment to reference into a Registration Statement relating to Registrable Securities is advisable;
(f) upon or a Prospectus after the occurrence initial filing of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities Statement, provide a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery document to the purchasers of such Registrable SecuritiesHolders as shall be reasonably requested by the Holders, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleadingif any;
(gx) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify cooperate with each seller of Registrable Securities of any such withdrawal;
(h) cause all such or Registrable Liquidated Damages Warrant Securities to be listed on each securities exchange on which similar securities issued covered by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any a Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective its counsel in connection with any filings required to be made with the FINRANASD;
(kxi) take all other steps reasonably necessary to effect the registration of the Registrable Securities or Registrable Liquidated Damages Warrant Securities covered by a Registration Statement contemplated hereby;
(xii) use its best efforts to cause all Registrable Securities or Registrable Liquidated Damages Warrant Securities registered pursuant to this Agreement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;
(xiii) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares Securities or Registrable Liquidated Damages Warrant Securities to be delivered to a transferee pursuant to a the Registration Statement, which certificates shall be free free, to the extent permitted by the Purchase Agreement, of any all restrictive legends legends, and to enable such Registrable Securities or Registrable Liquidated Damages Warrant Securities to be in such denominations and registered in such names as any such Designated Holders may request;
(lxiv) from and after the date of this Agreement, the Company shall not, and shall not later than agree to, allow the Required Effectiveness Date holders of any securities of the Company to include any of their securities that are not Registrable Securities or Registrable Liquidated Damages Warrant Securities in the Registration Statement, provide CUSIP numbers for Statement under Section 2(a) or Section 2(c) hereof or any amendment or supplement thereto without the consent of the holders of a majority in interest of the Registrable Securities registered for resale under such Registration Statementor Registrable Liquidated Damages Warrant Securities, and provide as the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companycase may be; and
(mxv) take all notwithstanding any other steps reasonably necessary and advisable provision of this Section 3(a), if the Company becomes ineligible to effect use the registration form on which the Registration Statement is filed and declared effective pursuant to Section 2(a) or Section 2(c), thereby precluding any Holder from using the related Prospectus, the Company shall use its best efforts to prepare and file either a post effective amendment to the Registration Statement to convert such registration statement to, or a new Registration Statement on, another registration form which the Company is eligible to use within thirty (30) days after the date that the Company becomes ineligible, provided such other registration form shall be available for the sale of the Registrable Securities contemplated herebyor Registrable Liquidated Damages Warrant Securities by the selling Holders thereof and such amended or new Registration Statement shall remain subject in all respects to the provisions of this Section 3(a).
Appears in 4 contracts
Samples: Registration Rights Agreement (Ddi Corp), Registration Rights Agreement (Ddi Corp), Standby Securities Purchase Agreement (Ddi Corp)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or Section 4 of this Agreement, the Company shall use its all commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s 's control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(gvi) upon enter into and perform customary agreements (including an underwriting agreement containing representations, warranties, covenants and indemnities for securities law matters and otherwise in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3 or Section 4, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other information meetings organized by the Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by clauses any such seller or any managing underwriter (iiieach, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hviii) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the managing underwriter reasonably requests;
(ix) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, if reasonably available, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(x) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixii) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanyNASD; and
(mxiii) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 4 contracts
Samples: Registration Rights Agreement (Vectis Cp Holdings LLC), Registration Rights Agreement (Critical Path Inc), Registration Rights Agreement (Critical Path Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts under Section 2.2 to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestpursuant to an Underwritten Offering, the Company shall, as expeditiously as reasonably possible:
(a) before filing 2.6.1 prepare and file with the Commission a Registration Statement with respect to such Registrable Securities sought to be included therein; provided, that at least two (2) Business Days prior to filing any Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single furnish to the Investors, its counsel selected and the Underwriter copies of all such documents proposed to be filed, and the Investors shall have the opportunity to comment on any information pertaining solely to the Investors and its plan of distribution that is contained therein and the Company shall make the corrections reasonably requested by the Designated Holders holding a majority of Investors or the Registrable Securities being registered in Underwriter with respect to such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity information prior to review and comment on filing any such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with amendment, provided, that the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel include in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller plan of Registrable Securities distribution all legally permissible methods of any stop order issued or threatened distribution requested by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if enteredInvestors;
(b) 2.6.2 prepare and file with the SEC Commission such amendments and supplements post-effective amendments to such any Registration Statement and the prospectus any Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for until the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period date on which will terminate when all Registrable Securities covered by such Registration Statement have been are sold pursuant thereto, and shall cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement until the date on which all Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
are sold pursuant thereto; provided, that at least two (c2) furnish to each seller of Registrable Securities, Business Days prior to filing a Registration Statement relating any such amendments and post effective amendments or supplements thereto, the Company shall furnish to Registrable Securitiesthe Investors, at least one executed copy its counsel, and the Underwriter copies of all such Registration Statement as is documents proposed to be filed, and thereafter any Investors and the Underwriter shall have the opportunity to comment on any information pertaining solely to the Investors and its plan of distribution that is contained therein and the Company shall make the corrections reasonably requested by the Investors or the Underwriter with respect to such number information prior to filing any such Registration Statement or amendment;
2.6.3 furnish to the Investors and the Underwriter such numbers of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectusProspectus or free writing Prospectus) in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of Registrable Securities;
2.6.4 notify the Investors, promptly after the Company shall receive notice thereof, of the time when such Registration Statement becomes or is declared effective or when any amendment or supplement or any Prospectus forming a part of such Registration Statement has been filed;
2.6.5 notify the Investors promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information and promptly deliver to the Investors copies of any comments received from the Commission;
2.6.6 notify the Investors promptly of any stop order suspending the effectiveness of such Registration Statement or Prospectus or the initiation of any proceedings for that purpose, and use all reasonable efforts to obtain the withdrawal of any such order or the termination of such proceedings;
2.6.7 use all reasonable efforts to register and qualify the Registrable Securities owned covered by such seller;
(d) register or qualify such Registrable Securities Registration Statement under such other securities or “blue sky” laws sky Laws of such jurisdictions as any seller of Registrable Securities may shall be reasonably requestrequested by the Investors, and continue use all reasonable efforts to keep each such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdictioneffective, including through new filings, or for as long as amendments or renewals, until the date on which all Registrable Securities covered by such Registration Statement are sold pursuant thereto, and notify the Investors of Registrable Securities covered by such Registration Statement of the receipt of any written notification with respect to any suspension of any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerqualification; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity general consent to service of process in any jurisdiction such states or jurisdictions where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction2;
2.6.8 enter into and perform its obligations under an underwriting agreement or placement agreement, as applicable, in usual and customary form with the Underwriter of the Underwritten Offering, pursuant to which such Registrable Securities are being offered;
2.6.9 use all reasonable efforts to obtain at the time of any Underwritten Offering pursuant to such Registration Statement: (ea) a “comfort letter,” and updates thereof, from the Company’s independent certified public accountants covering such matters of the type customarily covered by “comfort letters” as the Underwriter may reasonably request; (b) a negative assurances letter of counsel to the Company in customary form and covering such matters of the type customarily covered by such letters as the Underwriter may reasonably request; (c) customary certificates executed by authorized officers of the Company as the Underwriter may reasonably request; and (d) an opinion or opinions addressed to the Underwriter in customary form and scope from counsel for the Company;
2.6.10 promptly notify each seller of Registrable Securities: (i) the Investors at any time when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment Prospectus relating thereto is required to a Registration Statement (but only if relating to Registrable Securities) has been filed with be delivered under the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Securities Act of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact Prospectus included in such Registration Statement or related prospectus any offering memorandum or any other offering document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits 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 such 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, misleading in the light of the circumstances under which they were madethen existing, not misleading; and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Prospectus or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary file any other required document so that, after delivery as thereafter delivered to the purchasers of such Registrable Securities, in the case of the Registration Statement, it such Prospectus will not contain any an 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;
2.6.11 permit an Investor, if in such Investor’s reasonable judgment such Investor could reasonably be deemed to be an underwriter with respect to the Underwritten Offering, or to be a controlling Person of the Company, to reasonably participate in the preparation of such Registration Statement and to require the insertion therein of information to the extent concerning such Investor, furnished to the Company in writing, which in the reasonable judgment of such Investor and its counsel should be included;
2.6.12 upon reasonable notice and during normal business hours, subject to the Company’s receiving customary confidentiality undertakings or agreements from the Investors or other person obtaining access to Company records, documents, properties or other information pursuant to this Section 2.6.12, make available for inspection by a representative of the Investors, the Underwriter and any attorneys or accountants retained by any Investor or Underwriter, relevant financial and other records, pertinent corporate documents and properties of the Company, and use all reasonable efforts to cause the officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter attorneys or accountants in connection with the Registration Statement;
2.6.13 participate, to the extent requested by the Underwriter, in efforts extending for no more than five (5) Business Days scheduled by such Underwriter and reasonably acceptable to the Company’s senior management, to sell the Registrable Securities being offered (including participating during such period in customary “roadshow” meetings);
2.6.14 use all reasonable efforts to comply with all applicable rules and regulations of the Commission relating to such registration and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act, provided that the Company will be deemed to have complied with this Section 2.6.14 with respect to such earning statements if it has satisfied the provisions of Rule 158;
2.6.15 if requested by the Underwriter and an Investor, promptly incorporate in a Prospectus supplement or post-effective amendment such information as the case of such prospectus, it will not contain any untrue statement of a material fact Underwriter or omit to state any material fact required Investor reasonably requests to be stated therein or necessary to make the statements included therein, in light with respect to the Registrable Securities being sold by the Investors, including the purchase price being paid therefor by the Underwriter and with respect to any other terms of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller Underwritten Offering of Registrable Securities to be sold in such offering, and promptly make all required filings of any such withdrawalProspectus supplement or post-effective amendment;
(h) 2.6.16 cause all such the Registrable Securities covered by such Registration Statement to be listed on each securities exchange exchange, if any, on which similar securities Equity Securities issued by the Company are then listed; provided, that and
2.6.17 reasonably cooperate with the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to Investors and the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter Underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration StatementFinancial Industry Regulatory Authority, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration StatementInc., provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyif any.
Appears in 3 contracts
Samples: Investor Rights Agreement (GTT Communications, Inc.), Securities Purchase Agreement (GTT Communications, Inc.), Securities Purchase Agreement (GTT Communications, Inc.)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or 4 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the SEC (in any event not later than sixty (60) Business Days after receipt of a request to file a registration statement with respect to Registrable Securities) a registration statement on any form on which registration is requested for which the Company then qualifies, which counsel for the Company and Holders' Counsel shall deem appropriate and which shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall (A) provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) ' Counsel with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The Company shall reasonably cooperate with review of Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly ' Counsel, and (B) notify the Holders’ ' Counsel and each seller of Registrable Securities pursuant to such registration statement of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such Registration Statement during registration statement until the earlier of (a) such period time as all of such Registrable Securities and other securities have been disposed of in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement and (b) 180 days after the effective date of such registration statement, except with respect to any such registration statement filed pursuant to Rule 415 (or any successor Rule) under the Act if the Company is eligible to file a registration statement on Form S-3, in which case such period shall be two (2) years;
(ciii) as soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securitiesregistration statement, at least one executed copy copies of such Registration Statement registration statement as it is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementregistration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” sky laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in each such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6(a)(iv), (B) subject itself to taxation in any such jurisdiction or (iiC) consent to general service of process in any such jurisdiction;
(ev) promptly use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities;
(vi) notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such registration statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each such seller a reasonable number of any changes copies of a supplement to or amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3 or 4; PROVIDED, that the underwriting agreement, if any, shall be reasonably satisfactory in form and substance to the Company) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(viii) make available for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, Holders' Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "INSPECTOR" and, collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and any subsidiaries thereof as may be in existence at such time (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and any subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement; PROVIDED, that such Inspector agrees to keep all such information confidential.
(ix) obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters, as Holders' Counsel or the managing underwriter reasonably request;
(x) furnish, at the request of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of any counsel representing the Company for the purposes of such withdrawalregistration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller may reasonably request and as are customarily included in such opinions;
(hxi) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Act;
(xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed (if any) if the listing of such Registrable Securities is then permitted under the rules of such exchange or, if no similar securities are then so listed; provided, cause all such Registrable Securities to be listed on an exchange on which the Initiating Holders request that such Registrable Securities be listed, subject to the satisfaction of the applicable listing requirements are satisfiedof each such exchange;
(ixiii) keep Holders’ Counsel reasonably each seller of Registrable Securities advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Section 3 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required 4 hereunder;
(jxiv) provide reasonable cooperation to officers' certificates and other customary closing documents;
(xv) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
National Association of Securities Dealers, Inc. (k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company"NASD"); and
(mxvi) use its best efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 3 contracts
Samples: Registration Rights Agreement (Carescience Inc), Registration Rights Agreement (Carescience Inc), Registration Rights Agreement (Carescience Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3, Section 4 or Section 5 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; PROVIDED, HOWEVER, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”"HOLDERS' COUNSEL") and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s 's control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold; PROVIDED, that with respect to a Shelf Registration, the Company shall keep such Registration Statement effective until all Registrable Securities covered by such Registration Statement have been sold; and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(gvi) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other information meetings organized by the Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by clauses any such seller or any managing underwriter (iiieach, an "INSPECTOR" and collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hviii) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;
(ix) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(x) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, PROVIDED that the applicable listing requirements are satisfied;
(ixii) keep Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; providedunder Section 3, that the Company shall provide Holders’ Counsel with all correspondence with Staff Section 4 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 5 hereunder;
(jxiii) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanyNASD; and
(mxiv) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 3 contracts
Samples: Registration Rights Agreement (Proxymed Inc /Ft Lauderdale/), Registration Rights Agreement (General Atlantic Partners LLC), Registration Rights Agreement (General Atlantic Partners LLC)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the The Company shall use its commercially reasonable efforts efforts, for so long as there are Registrable Securities outstanding, to take such actions as are under its control to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) if it becomes eligible for such status in the future (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)). In addition, whenever required to effect the registration of such any Registrable Securities in accordance with or facilitate the intended method distribution of distribution thereof, and in connection with any such requestRegistrable Securities pursuant to an effective Shelf Registration Statement, the Company shall, as expeditiously as possiblereasonably practicable:
(a1) before By 9:30 a.m., New York City time on the first business day after the Effective Date of a Shelf Registration Statement, file a final prospectus with the SEC as required by Rule 424(b) under the Securities Act.
(2) Provide to each Holder a copy of any disclosure regarding the plan of distribution or the selling Holder, in each case, with respect to such Holder, at least three (3) business days in advance of any filing a with the SEC of any Shelf Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement theretothereto that amends such information.
(3) to be filed Prepare and file with the SECSEC a prospectus supplement with respect to a proposed offering of Registrable Securities pursuant to an effective Shelf Registration Statement, subject to this Section 5.7(c), and keep such documents being under Shelf Registration Statement effective or such prospectus supplement current until the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of securities described therein are no longer Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;Securities.
(b4) prepare Prepare and file with the SEC such amendments and supplements to such the applicable Shelf Registration Statement and the prospectus or prospectus supplement used in connection therewith with such Shelf Registration Statement as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement;.
(c5) furnish Furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, the Holders and thereafter any underwriters such number of conformed copies of the applicable Shelf Registration Statement and each such Registration Statement, each amendment and supplement thereto (including in each case all exhibits) and of a prospectus, including all exhibits thereto)a preliminary prospectus, in conformity with the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned or to be distributed by them.
(6) Use its commercially reasonable efforts to register and qualify the securities covered by such seller;
(d) register or qualify such Registrable Securities registration statement under such other securities or “blue sky” sky laws of such jurisdictions as shall be reasonably requested by the Holders or any seller of Registrable Securities may reasonably requestmanaging underwriter(s), and continue to keep such registration or qualification in effect in such jurisdiction for as so long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortestregistration statement remains in effect, and do to take any and all other acts and things action which may be reasonably necessary or advisable to enable any such seller Holder to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities securities owned by such sellerHolder; provided, however, provided that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdiction;states or jurisdictions.
(e7) promptly notify Notify each seller Holder of Registrable Securities: (i) Securities at any time when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment relating thereto is required to a Registration Statement (but only if relating to Registrable Securities) has been filed with be delivered under the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Securities Act of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact applicable prospectus, as then in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order thateffect, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits 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 such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleadingmisleading (which notice shall not contain any material non-public information).
(8) Within one business day after such event, give written notice to the Holders (which notice shall not contain any material non-public information):
(i) when any Shelf Registration Statement filed pursuant to Section 5.7(a) or any amendment thereto has been filed with the SEC (except for any amendment effected by the filing of a document with the SEC pursuant to the Exchange Act) and when such Shelf Registration Statement or any post-effective amendment thereto has become effective;
(gii) upon of any request by the SEC for amendments or supplements to any Shelf Registration Statement or the prospectus included therein or for additional information;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Common Stock for sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose;
(v) of the happening of any event that requires the Company to make changes in any effective Shelf Registration Statement or the prospectus related to such Shelf Registration Statement in order to make the statements therein not misleading (which notice shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made); and
(vi) if at any time the representations and warranties of the Company contained in any underwriting agreement contemplated by Section 5.7(c)(12) cease to be true and correct.
(9) Use its commercially reasonable efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any Shelf Registration Statement referred to in Section 5.7(c)(8)(iii) at the earliest practicable time.
(10) Upon the occurrence of any event contemplated by clauses Section 5.7(c)(7) or 5.7(c)(8)(v), promptly prepare a post-effective amendment to such Shelf Registration Statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to the Holders and any underwriters, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(11) Use commercially reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders or any managing underwriter(s).
(12) If an underwritten offering is requested pursuant to Section 5.7(a)(2), enter into an underwriting agreement in customary form, scope and substance and take all such other actions reasonably requested by the Holders of a majority of the Registrable Securities being sold in connection therewith or by the managing underwriter(s), if any, to expedite or facilitate the underwritten disposition of such Registrable Securities (including making members of management and executives of the Company available to participate in “road shows,” similar sales events and other marketing activities), and in connection therewith in any underwritten offering (i) make such representations and warranties to the Holders that are selling shareholders and the managing underwriter(s), if any, with respect to the business of the Company and its subsidiaries, and the Shelf Registration Statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in customary form, substance and scope, and, if true, confirm the same if and when requested, (ii) furnish the underwriters with opinions of counsel to the Company, addressed to the managing underwriter(s), if any, covering the matters customarily covered in such opinions requested in underwritten offerings, (iii) or obtain “comfort” letters from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any business acquired by the Company for which financial statements and financial data are included in the Shelf Registration Statement) who have certified the financial statements included in such Shelf Registration Statement, addressed to each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters, (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures customary in underwritten offerings, and (v) deliver such documents and certificates as may be reasonably requested by the Holders of Section 7.1(ea majority of the Registrable Securities being sold in connection therewith, their counsel and the managing underwriter(s), as promptly as practicableif any, use its to evidence the continued validity of the representations and warranties made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company.
(13) Make available for inspection by a representative of Holders that are selling shareholders, the managing underwriter(s), if any, and any attorneys or accountants retained by such Holders or managing underwriter(s), at the offices where normally kept, during reasonable best efforts business hours, financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors and employees of the Company to promptly obtain supply all information in each case reasonably requested (and of the withdrawal type customarily provided in connection with due diligence conducted in connection with a registered public offering of securities) by any such order representative, managing underwriter(s), attorney or suspension and shall immediately notify each seller of accountant in connection with such Shelf Registration Statement.
(14) With respect to Registrable Securities that are shares of any such withdrawal;
(h) Common Stock, cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are Company’s Common Stock is then listed; provided, that the applicable listing requirements are satisfied;.
(i15) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated If requested by Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration majority of the Registrable Securities contemplated herebybeing registered and/or sold in connection therewith, or the managing underwriter(s), if any, promptly include in a prospectus supplement or amendment such information as the Holders of a majority of the Registrable Securities being registered and/or sold in connection therewith or managing underwriter(s), if any, may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Company has received such request.
(16) Timely provide to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Eastern Virginia Bankshares Inc), Securities Purchase Agreement (Eastern Virginia Bankshares Inc), Securities Purchase Agreement (Eastern Virginia Bankshares Inc)
Obligations of the Company. Whenever the Company is required to effect or cause the registration of the offer and sale of Registrable Securities is required or requested pursuant to this AgreementArticle II or Article III, the Company shall will use its commercially reasonable best efforts to effect or cause the registration of the offer and sale of such Registrable Securities in accordance with the intended method method(s) of distribution thereofdisposition thereof as quickly as reasonably practicable, and in connection with any such request, request the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC a registration statement on the appropriate form and use its reasonable best efforts to cause the registration statement to become effective. A reasonable time before filing a registration statement or prospectus or before filing any amendments or supplements thereto, the Company will furnish to MetLife and MetLife's counsel copies of all documents proposed to be filed for their review, comment and approval, which comment or approval shall be delivered within a reasonable time after receipt;
(b) immediately notify MetLife of any stop order threatened or issued by the SEC and use its reasonable best efforts to prevent the entry of a stop order or, if entered, to have it rescinded or otherwise removed;
(c) subject to Section 2.3, prepare and file with the SEC such amendments, supplements and post-effective amendments to the registration statement and supplements the corresponding prospectus necessary to such keep the registration statement continuously effective until (x) the Termination Date in the case of a Shelf Registration Statement and the prospectus used in connection therewith or (y) otherwise for 180 days or such shorter period as may be necessary required to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when sell all Registrable Securities covered by such Registration Statement have been sold the registration statement; and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement the registration statement during such each period in accordance with the MetLife's intended methods method of disposition by the sellers thereof as set forth in such Registration Statementthe registration statement;
(cd) furnish to each seller of Registrable Securities, prior to filing MetLife a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such sufficient number of conformed copies of such Registration Statementthe registration statement, each amendment and supplement thereto (in each case including all exhibits theretoexhibits), the corresponding prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) ), and such other documents or prospectus as each such seller MetLife may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerSecurities;
(de) register or qualify such the Registrable Securities under such other securities or “blue sky” sky laws of such jurisdictions in the United States as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably MetLife requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other reasonable acts and things which that may be reasonably necessary or advisable to enable any such seller MetLife to consummate the public sale or other disposition of its Registrable Securities in such jurisdictions of the Registrable Securities owned by such seller; providedjurisdiction, however, provided that the Company shall not be required to (i) qualify generally subject itself to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process or taxation in any such jurisdictionjurisdictions;
(ef) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening MetLife of any event (including the passage of time) as a result of which the Company has knowledge which makes prospectus or any document incorporated therein by reference contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which such Registration Statement statements were made, and, subject to Section 2.3, prepare a supplement or related amendment to the prospectus or any such document incorporated or deemed to be incorporated therein by reference untrue or which would require so that thereafter the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they such statements were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such registered Registrable Securities to be listed on each securities exchange exchange, if any, on which similar securities issued by the Company are then listed; provided, that ;
(h) provide an institutional transfer agent and registrar and a CUSIP number for all Registrable Securities on or before the applicable listing requirements are satisfiedeffective date of the registration statement;
(i) keep Holders’ Counsel enter into such reasonably advised customary agreements (including an underwriting agreement in writing as to the initiation reasonably customary form) and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with take all correspondence with Staff or the SEC other actions in connection with any Registration Statement filed hereunder those agreements as MetLife or the underwriter(s), if any, reasonably request to expedite or facilitate the extent disposition of the Registrable Securities (and MetLife may at its option require that such Registration Statement has not been declared effective on the representations, warranties and covenants of the Company to or prior to for the date required hereunderbenefit of the underwriter(s) also be made for the benefit of MetLife);
(j) provide reasonable cooperation make reasonably available for inspection by MetLife, any underwriter participating in any disposition pursuant to each seller the registration statement, and any attorney, accountant or other agent of Registrable MetLife or such underwriter, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by MetLife or such underwriter, attorney, accountant or other agent in connection with the registration statement; provided that an appropriate confidentiality agreement reasonably satisfactory to the Company is executed by MetLife and such underwriter, attorney, accountant or other agent;
(k) in connection with any underwritten offering, obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering those matters customarily covered by "cold comfort" letters as MetLife or the managing underwriter reasonably requests, addressed to MetLife, the Company and the underwriter(s);
(l) in connection with any underwritten offering, furnish, at the request of MetLife or any underwriter(s) of the offering, an opinion of counsel representing the Company for the purposes of the registration, in the form and substance customarily given to underwriters in an underwritten public offering and reasonably satisfactory to counsel representing MetLife and the underwriter(s) of the offering, addressed to MetLife and the underwriter(s);
(m) comply with all applicable rules and regulations of the SEC, and, if applicable, make available to its security holders, no later than 90 days after the end of the 12-month period beginning with the first day of the Company's first quarter commencing after the effective date of a registration statement, an earnings statement complying with the provisions of Section 11(a) and Rule 158 of the Securities Act and covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the registration statement;
(n) cooperate with MetLife and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRANASD;
(ko) cooperate in connection with any underwritten offering, participate, to the extent reasonably requested by MetLife or the managing underwriter or underwriters for the offering, in customary efforts to sell the securities under the offering, including, without limitation, participating in "road shows," unless the Company demonstrates to MetLife's reasonable satisfaction that such participation will materially interfere with the Designated Holders management of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company's business; and
(mp) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 3 contracts
Samples: Registration Rights Agreement (Metlife Inc), Registration Rights Agreement (Reinsurance Group of America Inc), Registration Rights Agreement (Reinsurance Group of America Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the The Company shall, as expeditiously as possible:
(a) before After it has prepared and filed the Registration Statement with the Commission as provided herein, the Securities Act and the rules promulgated thereunder, use its best efforts to cause the Registration Statement to become effective and remain effective as provided herein; provided, however, that not less than five (5) Business Days prior to the filing a of the Registration Statement or prospectus any related Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to Purchaser copies of all such documents proposed to be filed, which documents will be subject to the review of Purchaser, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of Purchaser, to conduct a reasonable review of such documents. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto relating to Registrable Securities, which the Company shall provide a single counsel selected by the Designated Holders holding holders of a majority in interest of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company Other Registrable Securities shall reasonably cooperate with Holders’ Counsel object in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller writing within three (3) Business Days of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;their receipt thereof.
(bi) prepare Prepare and file with the SEC Commission such amendments and supplements amendments, including post-effective amendments, to such the Registration Statement and the prospectus used in connection therewith Statement, as may be necessary to keep it continuously effective as to the Registrable Securities covered thereby for the applicable Effectiveness Period and prepare and file with the Commission any additional Registration Statement as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause any related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, but in no event later than ten (10) Business Days (unless response during such period would be impossible or unduly burdensome), to any comments received from the Commission with respect to any such Registration Statement effective for or any amendment thereto; (iv) file the period specified in Section final Prospectus pursuant to Rule 424 of the Securities Act no later than 9:00 a.m. Eastern Time within three (3, and if not so specified therein, ) Business Days following the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period date on which will terminate when all Registrable Securities covered by any such Registration Statement have been sold is declared effective by the Commission; and shall (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such the Registration Statement during such period the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof Purchaser set forth in such the Registration Statement;Statement as so amended or in the Prospectus as so supplemented.
(c) furnish to each seller Notify Purchaser as promptly as possible (and, in the case of Registrable Securities(i)(A) below, not less than three (3) Business Days prior to filing a Registration Statement relating to Registrable Securitiessuch filing, at least one executed copy and in the case of (iii) below, on the same day of receipt by the Company of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), notice from the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectusCommission) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned (if requested by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of Person) confirm such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate notice in writing no later than one (1) Business Day following the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to day (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (ii)(A) when a prospectus, Prospectus or any prospectus supplement, a Registration Statement Prospectus supplement or a post-effective amendment to a any Registration Statement is filed; (but only if relating to Registrable SecuritiesB) has been filed with when the SEC, and, Commission notifies the Company whether there will be a “review” of the Registration Statement and whenever the Commission comments in writing on the Registration Statement; and (C) with respect to a the Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (ii) of any comments or request by the SEC Commission or any other federal Federal or state Governmental Authority governmental authority for amendments or supplements to a the Registration Statement or related prospectus a Prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC or any other Governmental Authority Commission of any stop order suspending the effectiveness of a the Registration Statement relating to covering any of the Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) if at any time any of the representations and warranties of the Company contained herein or in any agreement contemplated hereby ceases to be true and correct in all material respects; (v) of the receipt by the Company 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 jurisdiction, or the initiation or threatening of any proceedings proceeding for such purpose; and (vvi) of the existence of any fact or happening occurrence of any event (including the passage of time) of which the Company has knowledge which that makes any statement of a material fact made in such the Registration Statement or related prospectus a Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which would require that requires any revisions to the making of any changes to Registration Statement, Prospectus or other documents so that the Registration Statement or prospectus in order thata Prospectus, in as the case of the Registration Statementmay be, 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 not misleading, and that in the case of such 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; .
(d) Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of, as promptly as possible, (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction.
(e) If requested by the holders of a majority in interest of the Registrable Securities and the Other Registrable Securities, (i) promptly incorporate in a Prospectus supplement or amend the Registration Statement such information as the Company reasonably agrees should be included therein and (viii) determination by counsel make all required filings of the Company that such a supplement to a Prospectus or a post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in a Registration Statement relating to Registrable Securities is advisable;Prospectus supplement or post-effective amendment.
(f) upon If requested by Purchaser, furnish to it, without charge, at least one conformed copy of the Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits to the extent requested by such Purchaser of such documents with the Commission, provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished.
(g) Promptly deliver to Purchaser, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as Purchaser may reasonably request; and subject to the provisions of Sections 3(m) and 3(n), the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by Purchaser in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto; provided that any such item which is available on the XXXXX system (or successor thereto) need not be furnished.
(h) Prior to any public offering of Registrable Securities, use its best efforts to register or qualify or cooperate with Purchaser in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as Purchaser requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject.
(i) Cooperate with Purchaser to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates, to the extent permitted by the Securities Purchase Agreement and applicable federal and state securities laws, shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as Purchaser may request in connection with any sale of Registrable Securities.
(j) Upon the occurrence of any event contemplated by clause (v) of Section 7.1(e3.1(c)(vi), as promptly as practicablepossible, prepare a supplementsupplement or amendment, amendment or including a post-effective amendment amendment, to such the Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to the related Prospectus or an amendment any document incorporated or post-effective amendment of such Registration Statement or prospectus as may deemed to be necessary incorporated therein by reference, and file any other required document so that, after delivery to the purchasers of such Registrable Securitiesas thereafter delivered, in the case of neither the Registration Statement, it Statement nor such Prospectus will not contain any an 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 that in the case of such 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;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;.
(k) cooperate Use its best efforts to cause all Registrable Securities relating to any Registration Statement to continue to be listed or quoted on the website maintained by OTC Markets Group at or above the OTCQB level.
(l) Comply in all material respects with all applicable rules and regulations of the Commission and make generally available to its security holders all documents filed or required to be filed with the Designated Holders Commission, including, but not limited, to, earning statements satisfying the provisions of Section 11(a) of the Registrable Shares to facilitate Securities Act and Rule 158 not later than forty five (45) days after the timely preparation and delivery end of certificates representing any 12-month period (or ninety (90) days after the end of any 12-month period if such Registrable Shares to be delivered to period is a transferee pursuant to a fiscal year) commencing on the first day of the first fiscal quarter of the Company after the effective date of the Registration Statement, which certificates statement shall be free conform to the requirements of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;Rule 158.
(lm) not later than Within three (3) Business Days after the Required Effectiveness Date of any Registration StatementStatement is declared effective by the Commission, provide CUSIP numbers deliver, or cause legal counsel for the Registrable Securities registered for resale under such Registration StatementCompany to deliver, and provide to the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit Securities (with copies to Purchaser) confirmation that the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect Registration Statement has been declared effective by the registration of the Registrable Securities contemplated herebyCommission.
Appears in 3 contracts
Samples: Registration Rights Agreement (Milwaukee Iron Arena Football, Inc), Registration Rights Agreement (Pinecrest Investment Group Inc), Registration Rights Agreement (Pinecrest Investment Group Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3, Section 4 or Section 5 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, or before using any Free Writing Prospectus, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Selling Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Selling Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus and each Free Writing Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold; provided, that if the F-3 Initiating Holders have requested that an F-3 Registration be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act, then such hundred eighty (180) day period shall be extended, if necessary, to keep the Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for sales of such Registrable Securities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time until all Registrable Securities covered by such Registration Statement have been sold; and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus), any other prospectus filed under Rule 424 under the Securities Act, any documents incorporated by reference into the Registration Statement or prospectus and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller. In addition, upon request, the Company shall furnish to Selling Holder’s Counsel a copy of any and all transmittal letters or other correspondence to or received from, the Commission or any other governmental entity or self regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(div) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are soldRegistration Statement is required to remain effective in accordance with Section 7(a)(ii) above, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly notify each seller of Registrable Securities: Securities (i) when a prospectus, of any prospectus supplement, a request of the Commission or any other governmental or regulatory body for any amendment of or supplement to any Registration Statement or a post-effective amendment other document related to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; an offering and (ii) of any comments upon discovery that, or request by upon the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any Free Writing Prospectus contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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 (vi) determination by counsel in the event of any such notice, the Company that shall promptly prepare a post-effective supplement or amendment to a the Registration Statement relating to Registrable Securities is advisable;
(f) upon Statement, the occurrence of any event contemplated by clause (v) of Section 7.1(e)prospectus or Free Writing Prospectus, as promptly as practicablethe case may be, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement Statement, prospectus or prospectus Free Writing Prospectus, as the case may be, as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in such prospectus or Free Writing Prospectus, as the case may be, shall comply with the requests of the Registration Statement, it will Commission or such other governmental or regulatory body or shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(gvi) upon enter into and perform customary agreements (including an underwriting agreement in reasonable and customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5, as the case may be, provided that each Designated Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(vii) make available at times and places reasonably acceptable to the Company for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Selling Holders’ Counsel and any attorney, accountant or other advisor retained by clauses any such seller or any managing underwriter (iiieach, an “Inspector” and collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent registered public accountants of the Company, to supply all information reasonably requested by any such Inspectors in connection with such Registration Statement. Records and other information that the Company determines, in good faith, to be confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hviii) if such sale is pursuant to an underwritten offering, obtain “cold comfort” letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent registered public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as Selling Holders’ Counsel or the managing underwriter reasonably requests;
(ix) furnish, at the request of the Designated Holders participating in the registration (which request shall be made through the General Atlantic Representative or the Apax Representative, as applicable), on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(x) with respect to each Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Free Writing Prospectus or other materials without the prior written consent of the holders of the Registrable Securities covered by such Registration Statement, which Free Writing Prospectuses or other materials shall be subject to the review of Selling Holders’ Counsel;
(xi) as expeditiously as possible and within the deadlines specified by the Securities Act, make all required filings of all prospectuses and Free Writing Prospectuses with the Commission;
(xii) as expeditiously as possible and within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any Registration Statement or prospectus used under this Agreement (and any offering covered thereby);
(xiii) comply with all applicable rules and regulations of the Commission;
(xiv) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(ixv) keep Selling Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; providedunder Section 3, that the Company shall provide Holders’ Counsel with all correspondence with Staff Section 4 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 5 hereunder;
(jxvi) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each any underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRArelevant securities exchange or the Financial Industry Regulatory Authority;
(kxvii) cooperate with promptly incorporate in a prospectus supplement or post-effective amendment to the applicable Registration Statement such information as the Approved Underwriter or Company Underwriter, if any, and the Designated Holders participating in such registration agree (with respect to the relevant class) should be included therein relating to the plan of distribution with respect to such class of Registrable Securities; and make all required filings of such prospectus supplement or post-effective amendment as promptly as reasonably practicable after being notified of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares matters to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and incorporated in such denominations and registered in such names as such Designated Holders may requestprospectus supplement or post-effective amendment;
(lxviii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration and a CUSIP number for all such Registrable Securities, in each case not later than the Required Effectiveness Date effective date of the applicable registration statement;
(xix) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make available, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the applicable registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;
(xx) to the extent reasonably requested by the Approved Underwriter or Company Underwriter, as the case may be, in connection with an underwritten offering (including a Underwritten Shelf Take-Down), send appropriate officers of the Company to attend any “road shows” scheduled in connection with any such underwritten offering, with all out of pocket costs and expenses incurred by the Company or such officers in connection with such attendance to be paid by the Company;
(xxi) unless the relevant securities are issued in book-entry form, furnish for delivery in connection with the closing of any Registration Statement, provide CUSIP numbers for offering of Registrable Securities unlegended certificates representing ownership of the Registrable Securities registered for resale under being sold in such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companydenominations as shall be requested; and
(mxxii) use its reasonable best efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 3 contracts
Samples: Registration Rights Agreement (SouFun Holdings LTD), Registration Rights Agreement (Apax Europe VI-1 LP), Registration Rights Agreement (SouFun Holdings LTD)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect In connection with the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by have the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. following obligations:
A. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such each Registration Statement and the prospectus used in connection therewith with each Registration Statement as may be necessary to keep each such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when pursuant to Rule 415 at all times until no Registrable Securities covered by thereunder remain outstanding (the “REGISTRATION PERIOD”), and, during such Registration Statement have been sold and shall period, comply with the provisions of the Securities Act with respect in order to enable the disposition of all securities Registrable Securities of the Company covered by such the Registration Statement during until such period time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such the Registration Statement;.
(c) B. In connection with the effectiveness of each Registration Statement, the Company shall furnish to each seller of Purchaser whose Registrable Securities, prior to filing a Securities are included in the Registration Statement relating to Registrable Securities, at least one executed copy within three trading days of such the date of effectiveness of the Registration Statement as is proposed to be filedor any amendment thereto, a notice stating that the Registration Statement or amendment has been declared effective; and thereafter such number of conformed copies of such Registration Statementa prospectus, each amendment including a preliminary prospectus, and supplement all amendments and supplements thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;Purchaser.
C. The Company shall use its reasonable best efforts to (di) register or and qualify such the Registrable Securities covered by Registration Statements under such other securities or “blue sky” laws of such jurisdictions in the United States as any seller of each Purchaser who holds Registrable Securities being offered reasonably requests, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may reasonably requestbe necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and (iv) take all other acts and things which may be actions reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of qualify the Registrable Securities owned by for sale in such sellerjurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (ia) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d3(C), or (iib) subject itself to general taxation in any such jurisdiction, (c) file a general consent to general service of process in any such jurisdiction;
, (d) provide any undertakings that cause the Company undue expense or burden, or (e) promptly make any change in its charter or by-laws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders.
D. The Company shall notify each seller Purchaser who holds Registrable Securities of Registrable Securities: (i) the time when a prospectus, supplement to any prospectus supplement, forming a part of a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) and of any comments or request by the SEC for the amending or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment supplementing of such Registration Statement or prospectus. If the Company has delivered a Prospectus and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify each Purchaser who holds Registrable Securities covered by such prospectus and, if requested, such Purchasers shall immediately cease making offers of Registrable Securities pursuant to such prospectus and return all copies of such prospectus to the Company. The Company shall promptly provide the Purchasers with revised prospectuses and, following receipt of the revised prospectuses, the Purchasers shall be free to resume making offers of the Registrable Securities.
E. The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Initial Registration Statement or the New Registration Statement, as applicable.
F. The Company shall cooperate with the Purchasers who hold Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be offered pursuant to the Registration Statements and enable such certificates to be in such denominations or amounts, as the case may be, as Purchasers may reasonably request and registered in such names as the Purchasers may request.
G. At the reasonable request of the Purchasers holding a majority in interest of the Registrable Securities covered by a Registration Statement, the Company shall prepare and file with the SEC such amendments (including post effective amendments) and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary so that, after delivery in order to change the purchasers plan of distribution set forth in such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;.
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, H. The Company shall use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of cause all Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 3 contracts
Samples: Warrant Agreement (Idera Pharmaceuticals, Inc.), Warrant Agreement (Idera Pharmaceuticals, Inc.), Registration Rights Agreement (Idera Pharmaceuticals, Inc.)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3, Section 4, or Section 5 of this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission (as promptly as practicable, but in any event not later than ninety (90) days after receipt of a request to file a Registration Statement with respect to Registrable Securities) a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single one firm of legal counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector (as hereinafter defined) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty 120 days (180except in the case of a registration filed pursuant to Rule 415 of the Securities Act or any successor rule or regulation) days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents any prospectus filed under Rule 424 under the Securities Act (or prospectus any successor rule or regulation) as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d8(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(gvi) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5, as the case may be) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times for inspection by any event contemplated managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a Registration Statement, any attorney retained by clauses any such managing underwriter or broker/dealer and Holders’ Counsel (iiieach, an “Inspector” and collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. In the event that the Company is unsuccessful in preventing the disclosure of such Records, such seller agrees that it shall furnish only portion of those Records which it is advised by counsel is legally required and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to those Records;
(hviii) if such sale is pursuant to an underwritten offering, obtain “cold comfort” letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(ix) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(x) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixii) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRANASD;
(kxiii) cooperate with the Designated Holders of the Registrable Shares use its commercially reasonable efforts to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for cause the Registrable Securities registered for resale under covered by such Registration StatementStatement to be registered with or approved by such other governmental agencies or authorities, including but not limited to gaming authorities, as may be reasonably necessary by virtue of the business and provide operations of the transfer agent for Company to enable the seller or sellers of Registrable Shares one or more certificates for Securities to consummate the disposition of such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanySecurities; and
(mxiv) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyhereby and reasonably cooperate with the holders of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto.
Appears in 3 contracts
Samples: Registration Rights Agreement (Las Vegas Sands Corp), Registration Rights Agreement (Las Vegas Sands Corp), Registration Rights Agreement (Las Vegas Sands, LLC)
Obligations of the Company. Whenever required to effect the registration of any Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestpursuant thereto, the Company shall, as expeditiously as reasonably possible, use commercially reasonable efforts to:
(a) Prepare and file with the Commission a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective (provided that no later than five (5) days before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by furnish to the Designated Holders holding a majority Special Counsel copies of all such documents proposed to be filed, which documents shall be subject to the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to reasonable review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with of the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;Special Counsel).
(b) Notify each holder of Registrable Securities covered thereby of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the a period specified in Section 3, and if of not so specified therein, the lesser of (i) less than one hundred and eighty twenty (180120) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;registration statement.
(c) furnish Furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter the Holders such number of conformed copies of such Registration Statementregistration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) ), in conformity with the requirements of the Securities Act, and such other documents or prospectus incident thereto as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;them.
(d) register or Register and qualify the securities covered by such Registrable Securities registration statement under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may shall be reasonably necessary or advisable to enable any such seller to consummate requested by the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerHolders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdiction;states or jurisdictions.
(e) promptly notify each seller In the event of Registrable Securities: an underwritten public offering, enter into such customary agreements (iincluding underwriting agreements in customary form) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with and take all such actions pursuant thereto as the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness holders of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any majority of the Registrable Securities for sale in any jurisdiction being sold or the initiation underwriters reasonably request in order to expedite or threatening facilitate the disposition of such Registrable Securities. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
(f) Notify each Holder of Registrable Securities covered by such registration statement at any proceedings for such purpose; (v) time when a prospectus relating thereto is required to be delivered under the Securities Act of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus registration statement, as then in order thateffect, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such 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, misleading in the light of the circumstances under which they were madethen existing, not misleading; and (vi) determination by counsel of and, at the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence request of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicableHolder, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery as thereafter delivered to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that misleading in the case of such 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 light of the circumstances under which they were made, then existing; provided that each Holder of Registrable Securities agrees not misleading;to deliver any prospectuses following receipt of any such notice by the Company until such time as such supplement or amendment has been provided to the Holders.
(g) upon Furnish, on the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any date that such order or suspension and shall immediately notify each seller of Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of any such withdrawal;date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and (ii) a letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters.
(h) cause Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed; provided, that to be listed on the applicable listing requirements are satisfied;NASD automated quotation system and, if listed on the NASD automated quotation system, use commercially reasonable efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq national market system security within the meaning of Rule 11 Aa2- 1 under the Exchange Act.
(i) keep HoldersProvide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement.
(j) Subject to execution of a customary confidentiality agreement, make available for inspection by a representative of the sellers of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such sellers’ Counsel representatives or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably advised requested by any such sellers’ representative, underwriter, attorney, accountant or agent in writing as to the initiation and progress of any connection with such registration hereunderstatement; provided, however, that the Company shall provide Holders’ Counsel with all correspondence with Staff may withhold access to any such financial or other records, pertinent corporate documents, properties or information if it reasonably determines that disclosure thereof would have a material adverse affect on the SEC in connection with any Registration Statement filed hereunder to competitive position of the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;Company.
(k) cooperate Comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the Designated Holders first day of the Registrable Shares to facilitate Company’s first full calendar quarter after the timely preparation effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and delivery Rule 158 thereunder.
(l) Permit any Holder, which Holder, based upon the reasonable opinion of certificates representing such Registrable Shares holder’s counsel, might be deemed to be delivered an underwriter or a controlling person of the Company, to a transferee pursuant participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included.
(m) In the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, which certificates shall be free or of any restrictive legends and order suspending or preventing the issuance of any related prospectus or suspending the qualification of any Common Stock included in such denominations and registered registration statement for sale in any jurisdiction, the Company shall use commercially reasonable efforts promptly to obtain the withdrawal of such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyorder.
Appears in 2 contracts
Samples: Investors Rights Agreement (Webb Interactive Services Inc), Investors Rights Agreement (Webb Interactive Services Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or 4 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the SEC (in any event not later than forty-five (45) Business Days after receipt of a request to file a registration statement with respect to Registrable Securities) a registration statement on any form on which registration is requested for which the Company then qualifies, which counsel for the Company and Holders' Counsel shall deem appropriate and which shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective; provided, however, that before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall (A) provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) ' Counsel with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The Company shall reasonably cooperate with review of Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly ' Counsel, and (B) notify the Holders’ ' Counsel and each seller of Registrable Securities pursuant to such registration statement of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for a period of not less than twenty-four (24) months, such longer period as is requested by Wellspring, to the period specified in Section 3extent permitted under Rule 415 under the Act, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) or such shorter other period which will terminate when all Registrable Securities covered by such Registration Statement registration statement have been sold (but not before the expiration of the ninety (90) day period referred to in Section 4(3) of the Act and shall Rule 174 thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such Registration Statement registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement;
(ciii) as soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securitiesregistration statement, at least one executed copy copies of such Registration Statement registration statement as it is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementregistration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each any such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” sky laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in each such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6(a)(iv), (B) subject itself to taxation in any such jurisdiction or (iiC) consent to general service of process in any such jurisdiction;
(ev) promptly use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities;
(vi) notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such registration statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each such seller a reasonable number of any changes copies of a supplement to or amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3 or 4) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(viii) make available for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursu ant to such registration statement, Wellspring's Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "Inspector" and, collectively, the "Inspectors"), all financial and other records, per tinent corporate documents and properties of the Company and any subsidiaries thereof as may be in existence at such time (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and any subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement;
(ix) obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters, as Holders' Counsel or the managing underwriter reasonably request;
(x) furnish, at the request of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of any counsel representing the Company for the purposes of such withdrawalregistration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller may reasonably request and as are customarily included in such opinions;
(hxi) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Act;
(xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that subject to the satisfaction of the applicable listing requirements are satisfiedof each such exchange;
(ixiii) keep Holders’ Counsel reasonably each seller of Registrable Securities advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Section 3 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required 4 hereunder;
(jxiv) provide reasonable cooperation to officers' certificates and other customary closing documents;
(xv) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
National Association of Securities Dealers, Inc. (kthe "NASD") cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of or any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one stock exchange or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyother governmental or non-governmental regulatory agency; and
(mxvi) use its best efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Wellspring Capital Management LLC), Registration Rights Agreement (Ontario Teachers Pension Plan Board)
Obligations of the Company. Whenever registration The Company agrees that, if requested by the lead Underwriter or Underwriters in any Underwritten Offering of Registrable Securities is required or requested pursuant to contemplated by this Agreement, it will enter into (and will use its reasonable best efforts to cause each of its trustees and executive officers to enter into) a customary “lock-up” agreement pursuant to which the Company shall use its commercially reasonable efforts (or such trustee or executive officer) will agree not to, directly or indirectly, sell, offer to effect sell, grant any option for the registration of such Registrable Securities in accordance with the intended method of distribution thereofsale of, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities otherwise dispose of any stop order issued EQR Common Shares or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry securities convertible into or exchangeable or exercisable for EQR Common Shares for a period of such stop order or to remove it if entered;
thirty (b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (18030) days and (ii) or such shorter period to which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of LBHI Group is subject) from the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy pricing date of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerUnderwritten Offering; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity any such “lock-up” agreement shall not prohibit or in any jurisdiction where it would not way restrict the Company from, directly or indirectly, selling, offering to sell, granting any option for the sale of, or otherwise be required to qualify but disposing of (A) any Qualifying Employee Stock (or otherwise maintaining its employee benefits plans in the ordinary course of business) or (B) EQR Common Shares upon the redemption or exchange of any securities redeemable or exchangeable for this Section 7.1(dEQR Common Shares (including the redemption of any units of ERP Operating Limited Partnership), or (ii) consent any restrictions on the Company’s ability to general service file registration statements with the SEC shall not apply to the filing and effectiveness of process in any such jurisdiction;
(e) promptly notify each seller amendments to the Company’s existing resale registration statements or the addition of Registrable Securities: (i) when a prospectusany subsidiary guarantor registrants thereto, as applicable, any prospectus supplementshelf registration statements relating to existing employee or director compensation-related plans or distribution reinvestment plans, a Registration Statement or a post-effective amendment new universal shelf registration statement, provided that the securities registered under such new universal shelf registration statement shall remain subject to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities)lockup provisions; (iii) any restrictions on the ability of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel Affiliates of the Company that a post-effective amendment to a Registration Statement enter into transactions relating to Registrable Securities is advisable;
the Company’s securities shall not apply to (fA) upon transfers by gift, will or intestacy so long as the occurrence transferee delivers a similar lock-up, (B) transfers or sales pursuant to contracts, instructions or plans to transfer EQR Common Shares pursuant to Rule 10b5-1 existing on the date of any event contemplated by clause (v) of Section 7.1(e)the applicable underwriting agreement, as promptly as practicable, prepare a supplement, or the amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal replacement of any such order contract, instruction or suspension plan so long as the number of EQR Common Shares subject thereto is not increased, and shall immediately notify each seller the exercise of Registrable Securities options in connection therewith, and (C) the withholding of any such withdrawal;
(h) cause all such Registrable Securities securities to be listed on each securities exchange on which similar securities issued pay taxes upon the vesting of certain equity awards granted by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Erp Operating LTD Partnership), Asset Purchase Agreement (Erp Operating LTD Partnership)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to under this Agreement, the Company shall use its commercially reasonable efforts Section 1 to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSecurities, the Company shall, as expeditiously soon as reasonably possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate Prepare and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed file with the SEC, subject SEC a registration statement on Form S-3 with respect to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required use its reasonable efforts to prevent cause such registration statement to become effective, and keep such registration statement effective for a period of one (1) year or such shorter period during which the entry of such stop order or to remove it if entered;Holder(s) complete the distribution described in the registration statement relating thereto, whichever first occurs.
(b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with Registrable Securities pursuant to the intended methods terms and subject to the conditions of disposition by the sellers thereof set forth in such Registration Statement;this Agreement.
(c) furnish Furnish to each seller the Holder(s) such numbers of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementa prospectus, each amendment and supplement thereto (in each case including all exhibits thereto)conformity with the requirements of the Securities Act, the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;them and registered hereunder.
(d) Use its best efforts to register or and qualify the securities covered by such Registrable Securities registration statement under such other securities or “blue sky” Blue Sky laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may shall be reasonably necessary or advisable to enable any such seller to consummate requested by the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; providedHolders, however, provided that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdiction;states or jurisdictions.
(e) promptly notify each seller of Registrable Securities: (i) when Provide a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority transfer agent and registrar for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to all Registrable Securities or of any order suspending or preventing registered hereunder not later than the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case effective date of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;registration.
(f) Use best efforts to cause the transfer agent to remove restrictive legends on certificates representing the Registrable Securities covered by a registration statement hereunder, as the Company determines to be appropriate, upon advice of counsel. The stockholders acknowledge that until so removed the occurrence of any event contemplated by clause Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (v) of Section 7.1(eTHE "SECURITIES ACT"), as promptly as practicableOR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR YAHOO! INC. (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION, prepare a supplementIN FORM, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so thatSCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;OF COUNSEL WHO IS REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED."
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use Use its reasonable best efforts to promptly obtain furnish, at the withdrawal request of any such order or suspension and shall immediately notify each seller Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of any the counsel representing the Company for the purposes of such withdrawal;registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.
(h) cause all such Registrable Securities In the event of any underwritten public offering hereunder, enter into and perform its obligations under an underwriting agreement, to be listed on each securities exchange on which similar securities issued by agreed upon with the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each managing underwriter participating in the disposition of such Registrable Securities offering. The Holder shall also enter into and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale perform its obligations under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyan agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Yahoo Inc), Registration Rights Agreement (Yahoo Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to this AgreementSection 2.2 or Section 2.3 hereof, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof, thereof and the following provisions shall apply in connection with any such request, the Company shall, as expeditiously as possibletherewith:
(ai) before filing No Shareholder shall be entitled to be named as a selling securityholder in the Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority as of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate time of its initial effectiveness or at any time thereafter, and appropriate opportunity no Shareholder shall be entitled to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with use the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller Prospectus for resales of Registrable Securities of at any stop order issued or threatened time, unless such Shareholder has become an “Electing Shareholder” by submitting a request to the Company that complies with the notice requirements in Section 2.5(c) and Section 3.1 to the Company and has provided any other information reasonably requested in writing by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;Company.
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered Each Electing Shareholder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Registration Statement have been sold and shall comply with Electing Shareholder to the provisions Company or of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening occurrence of any event (including the passage of time) in either case as a result of which the Company has knowledge which makes any statement of a material fact in Prospectus relating to such Registration Statement registration contains or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any an untrue statement of a material fact regarding such Electing Shareholder or omit such Electing Shareholder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Shareholder or such Electing Shareholder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (x) any additional information required to correct and update any previously furnished information or required so that in such Prospectus shall not contain, with respect to such Electing Shareholder or the case disposition of such prospectusRegistrable Securities, it will not contain any an 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, misleading and that in (y) any other information regarding such Electing Shareholder and the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition distribution of such Registrable Securities and their respective counsel in connection with any filings as may be required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee disclosed in any Registration Statement under applicable law, pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and SEC comments or as the Company may request from time to time in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebywriting.
Appears in 2 contracts
Samples: Registration Rights Agreement (HRG Group, Inc.), Merger Agreement (HRG Group, Inc.)
Obligations of the Company. Whenever In connection with the registration of the Registrable Securities is required or requested pursuant to this AgreementSecurities, the Company shall use its commercially reasonable efforts to effect have the registration following obligations:
(a) Prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form shall be available for the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof, and in connection with any use its best efforts to cause such request, the Company shall, as expeditiously as possible:
Registration Statement to become effective (a) provided that before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single furnish to the counsel selected by the Designated Holders holding holders of a majority of the Registrable Securities being registered in covered by such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity Registration Statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if enteredcounsel);
(b) Notify each holder of Registrable Securities of the effectiveness of each Registration Statement filed hereunder and prepare and file with the SEC such amendments, post-effective amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary or appropriate to keep such Registration Statement effective for the period specified referred to in Section 33(n) hereof, cause such prospectus as so supplemented to be filed as required under the Securities Act, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration StatementStatement or supplement to the prospectus;
(c) furnish Furnish to each seller of Registrable Securities, prior to filing selling Investor a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such each Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in and such Registration Statement (including copies of each preliminary and final prospectus and any summary prospectus) and such other documents or prospectus as each such seller said Investor may reasonably request in order to facilitate the public sale or other disposition offering of the its Registrable Securities owned by such sellerSecurities;
(d) Use its best efforts to register or qualify such the Registrable Securities covered by a Registration Statement under such other the applicable securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities selling Investor may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, request and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller selling Investor to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerselling Investor; providedPROVIDED, howeverHOWEVER, that the Company shall not be required obligated to (i) qualify generally to do business as a foreign entity in any jurisdictions where it is not then so qualified or to take any action which would subject it to service of process in suits other than those arising out of the offer or sale of the securities covered by the Registration Statement in any jurisdiction where it would is not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdictionthen so subject;
(e) promptly notify Furnish to each seller selling Investor a signed counterpart, addressed to the selling Investors, of (i) an opinion of counsel for the Company, dated the effective date of the Registration Statement and (ii) "comfort" letters signed by the Company's independent public accountants who have examined and reported on the Company's financial statements included in the Registration Statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the Registration Statement (and the prospectus included therein) and (in the case of the accountants' "comfort" letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' "comfort" letters delivered to the underwriters in underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the delivery of such opinion or "comfort" letters to the underwriters in an underwritten public offering of securities;
(f) Notify each selling Investor of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which the prospectus included in such registration statement as then in effect, contains an untrue statement of a material fact or omits to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such selling Investor, the Company shall prepare a supplement or amendment to such prospectus so that, thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact required to be stated therein or omit to state any fact necessary to make the statements therein not misleading;
(g) Cause all such Registrable Securities to be listed on the principal securities exchange or market on which similar securities issued by the Company are then listed or traded;
(h) Cooperate with the selling Investors of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the selling Investors or the managing underwriters, if any, may request at least ten (10) business days prior to any sale of Registrable Securities: ; and provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with In the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) event of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities common stock included in such registration statement for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which jurisdiction, the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, shall use its reasonable best efforts promptly to promptly obtain the withdrawal of any such order order.
(j) Permit each selling Investor or suspension its counsel or other representatives to inspect and shall immediately notify each seller of Registrable Securities of any copy such withdrawalcorporate documents and records as may reasonably be requested by them;
(hk) cause Furnish to each selling Investor a copy of all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation documents filed with and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff from or to the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller offering of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may requestsecurities;
(l) Use its best efforts to insure the obtaining of all necessary approvals from the National Association of Securities Dealers, Inc.;
(m) Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not later more than eighteen months, beginning with the Required Effectiveness Date first month after the effective date of the Registration Statement covering the Offering, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(n) The Company will use its best efforts to maintain the effectiveness for up to one hundred eighty (180) days (or such shorter period of time as the underwriters need to complete the distribution of the registered offering, or one (1) year in the case of a "shelf" Registration Statement on Form S-3) of any Registration Statement pursuant to which any of the Registrable Securities are being offered, and from time to time will amend or supplement such Registration Statement and the prospectus contained therein to the extent necessary to comply with the Securities Act and any applicable state securities statute or regulation. The Company will also provide each Investor with as many copies of the prospectus contained in any such Registration Statement as it may reasonably request;
(p) If there is an underwriter, enter into underwriting agreements in customary form; and
(q) Use reasonable efforts to cooperate and cause the Company's officers, directors, employees and independent accountants to use reasonable efforts to cooperate with the selling Investors of Registrable Securities and the managing underwriters, if any, in the sale of the Registrable Securities. Whenever under the preceding paragraphs of this Section 3, the Investors are registering Registrable Securities pursuant to any Registration Statement, each such Investor agrees to timely provide CUSIP numbers for to the Registrable Securities registered for resale under Company, at its request, such Registration Statement, information and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, materials as it may reasonably request in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable order to effect the registration of the such Registrable Securities contemplated herebySecurities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Electronics Boutique Holdings Corp), Registration Rights Agreement (Electronics Boutique Holdings Corp)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestunder this Agreement, the Company shall, as expeditiously as reasonably possible:
(a) before Not less than two Trading Days prior to the filing a of the Registration Statement or prospectus any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall, (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto relating to Registrable Securities, which the Company shall provide a single counsel selected by the Designated Holders holding of a majority of the Registrable Securities being registered shall reasonably object in good faith, provided that, the Company is notified of such registration objection in writing no later than one Trading Day after the Holders have been so furnished copies of such documents. Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Exhibit B (a “Holders’ CounselSelling Shareholder Questionnaire”) not less than two Trading Days prior to the Filing Date or by the end of the second Trading Day following the date on which such Holder receives draft materials in accordance with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s controlthis Section. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities Copies of any stop order issued or threatened by of the SEC relating aforementioned documents may be delivered to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;investors via e-mail.
(bi) prepare Prepare and file with the SEC Commission such amendments and supplements amendments, including post-effective amendments, to such a Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such a Registration Statement continuously effective as to the applicable Registrable Securities for the period specified Effectiveness Period and prepare and file with the Commission such additional Registration Statements in Section 3, and if not so specified therein, order to register for resale under the lesser Securities Act all of (i) one hundred and eighty (180) days and the Registrable Securities; (ii) such shorter period which will terminate when all Registrable cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424 promulgated under the Securities covered by such Act; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement have been sold or any amendment thereto and shall as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such a Registration Statement during such the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof set forth in such Registration Statement;Statement as so amended or in such Prospectus as so supplemented.
(c) furnish to each seller If during the Effectiveness Period, the number of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, Securities at least one executed copy any time exceeds 75% of such Registration Statement as is proposed to be filed, and thereafter such the number of conformed copies shares of such Common Stock then registered in a Registration Statement, each amendment and supplement thereto (then the Company shall file as soon as reasonably practicable but in each any case including all exhibits thereto)prior to the applicable Filing Date, the prospectus included in such an additional Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate covering the public sale or other disposition resale by the Holders of not less than 125% of the number of excess Registrable Securities owned by such seller;Securities.
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller Notify the Holders of Registrable Securities may reasonably requestto be sold (which notice shall, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or clauses (ii) consent through (vi) hereof, be accompanied by an instruction to general service suspend the use of process the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than two Trading Days prior to such filing) and (if requested by any such jurisdiction;
Person in writing) confirm such notice in writing no later than one Trading Day following the day (e) promptly notify each seller of Registrable Securities: (ii)(A) when a prospectus, Prospectus or any prospectus supplement, a Registration Statement Prospectus supplement or a post-effective amendment to a Registration Statement is proposed to be filed; (but only if relating B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to Registrable Securitieseach of the Holders); and (C) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (ii) of any comments or request by the SEC Commission or any other federal Federal or state Governmental Authority governmental authority for amendments or supplements to a Registration Statement or related prospectus Prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC Commission or any other Governmental Authority federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement relating to covering any or all of the Registrable Securities or the initiation of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings Proceedings for that purpose; (iv) of the receipt by the Company 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 jurisdiction, or the initiation or threatening of any proceedings Proceeding for such purpose; (v) of the existence of any fact or happening occurrence of any event (including the or passage of time) of which the Company has knowledge which makes time that requires any statement of revisions to a material fact in such Registration Statement Statement, Prospectus or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order other documents so that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon or the occurrence of any event contemplated by clause (v) of Section 7.1(e)Prospectus, as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusmay be, 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 light of the circumstances under which they were made, not misleading;; and (vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of the Registration Statement or Prospectus; provided that any and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further, notwithstanding each Holder’s agreement to keep such information confidential, the Holders make no acknowledgement that any such information is material, non-public information.
(e) Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(f) Furnish to each Holder upon request, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. The Company may be deemed to have furnished such document by sending the Holder, via electronic mail, a website link to such registration statement on xxx.xxx.xxx or any similar website.
(g) upon Furnish to the occurrence Holders such number of any event contemplated by clauses (iii) or (iv) copies of Section 7.1(e)a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as promptly as practicable, use its reasonable best efforts they may reasonably request in order to promptly obtain facilitate the withdrawal disposition of any such order or suspension and shall immediately notify each seller of the Registrable Securities owned by them that are included in such registration. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such withdrawal;amendment or supplement thereto, except after the giving on any notice pursuant to Section 1.3(d).
(h) cause all Use its best efforts to register and qualify the securities covered by such Registrable Securities to registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be listed on each securities exchange on which similar securities issued reasonably requested by the Company are then listed; providedHolders, provided that the applicable listing requirements are satisfied;Company 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.
(i) keep Holders’ Counsel reasonably advised In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in writing usual and customary form, with the managing underwriter(s) of such offering (it being understood and agreed that, as a condition to the initiation Company’s obligations under this clause (i), each Holder participating in such underwriting shall also enter into and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that perform its obligations under such Registration Statement has not been declared effective on or prior to the date required hereunder;an agreement).
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in If requested by the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) Holders, cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free free, to the extent permitted by the Purchase Agreement, of any all restrictive legends legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Designated Holders may request;.
(k) Upon the occurrence of any event contemplated by Section 1.3(d)(ii) through (vi), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (ii) through (v) of Section 1.3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 1.3(k) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages pursuant to Section 1.2(b), for a period not to exceed 15 consecutive calendar days but no more than an aggregate of 25 calendar days during any 12-month period (which need not be consecutive Trading Days).
(l) not later than Comply with all applicable rules and regulations of the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; andCommission.
(m) take all other steps reasonably necessary and advisable Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to effect the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company 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 a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities contemplated herebyand (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, 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 majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Huiheng Medical, Inc.), Investors’ Rights Agreement (Huiheng Medical, Inc.)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to under this Agreement, the Company shall use its commercially reasonable efforts Agreement to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSecurities, the Company shall, as expeditiously as and reasonably possible:
(a) before filing Prepare and file with the Securities and Exchange Commission ("SEC") a Registration Statement or prospectus or any amendments or supplements thereto relating with respect to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the such Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity use its best efforts to review and comment on cause such Registration Statement to become effective and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject remain effective until all Registrable Securities are resold pursuant to such documents being under Registration Statement, notwithstanding any Termination or Automatic Termination (as each is defined in the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing Investment Agreement) of the Company’s obligations under this Investment Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;.
(b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith with such Registration Statement ("Amended Registration Statement") or prepare and file any additional registration statement ("Additional Registration Statement," together with the Amended Registration Statement, "Supplemental Registration Statements") as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Supplemental Registration Statement during Statements or such period in accordance with prior registration statement and to cover the intended methods resale of disposition by the sellers thereof set forth in such Registration Statement;all Registrable Securities.
(c) furnish Furnish to each seller the Holders such numbers of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementa prospectus, each amendment and supplement thereto including a preliminary prospectus (in each case including all exhibits theretoif applicable), in conformity with the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;them.
(d) Use its best efforts to register or and qualify the securities covered by such Registrable Securities Registration Statement under such other securities or “blue sky” Blue Sky laws of the jurisdictions in which the Holders are located, of such other jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may shall be reasonably necessary or advisable to enable any such seller to consummate requested by the public sale or other disposition in such jurisdictions Holders of the Registrable Securities owned covered by such seller; providedRegistration Statement and of all other jurisdictions where legally required, however, provided that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdiction;states or jurisdictions.
(e) [Intentionally Omitted].
(f) As promptly as practicable after becoming aware of such event, notify each seller Holder of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Securities of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge knowledge, as a result of which makes any statement of a material fact the prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any as then in effect, includes an untrue statement of a material fact or omit omits 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 such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;, use its best efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to each Holder as such Holder may reasonably request.
(g) upon Provide Holders with notice of the occurrence date that a Registration Statement or any Supplemental Registration Statement registering the resale of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;is declared effective by the SEC, and the date or dates when the Registration Statement is no longer effective.
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued Provide Holders and their representatives the opportunity and a reasonable amount of time, based upon reasonable notice delivered by the Company are then listed; providedCompany, that to conduct a reasonable due diligence inquiry of Company’s pertinent financial and other records and make available its officers and directors for questions regarding such information as it relates to information contained in the applicable listing requirements are satisfied;Registration Statement.
(i) keep Holders’ Counsel reasonably advised in writing as Provide Holders and their representatives the opportunity to review the initiation Registration Statement and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel all amendments or supplements thereto prior to their filing with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to by giving the extent that such Registration Statement has not been declared effective on or Holder at least ten (10) business days advance written notice prior to the date required hereunder;such filing.
(j) provide reasonable cooperation Provide each Holder with prompt notice of the issuance by the SEC or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceeding for such purpose. The Company shall use its best efforts to each seller prevent the issuance of Registrable Securities and each underwriter participating in any stop order and, if any is issued, to obtain the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with removal thereof at the FINRA;earliest possible date.
(k) cooperate with the Designated Holders of the Registrable Shares Use its best efforts to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for list the Registrable Securities registered for resale under such covered by the Registration Statement, Statement with all securities exchanges or markets on which the Common Stock is then listed and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit prepare and file any required filing with the Depository Trust Company; and
(m) take all NASD, American Stock Exchange, NYSE and any other steps reasonably necessary and advisable to effect exchange or market on which the registration of the Registrable Securities contemplated herebyCommon Stock is listed.
Appears in 2 contracts
Samples: Registration Rights Agreement (Itronics Inc), Registration Rights Agreement (Itronics Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to under this Agreement, the Company shall use its commercially reasonable efforts Section 2 to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSecurities, the Company shall, as expeditiously as possible:
(a) before filing 2.9.1 prepare and file with the SEC a Registration Statement or prospectus or any amendments or supplements thereto relating with respect to such Registrable SecuritiesSecurities and use its reasonable commercial efforts to cause such Registration Statement to become effective, and, upon the Company shall provide a single counsel selected by request of the Designated Holders holding holders of a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on thereunder, keep such Registration Statement and each prospectus included therein effective for a period of up to twelve (and each amendment or supplement thereto12) months or, if sooner, until the distribution contemplated in the Registration Statement has been completed, and, in the case of any registration of Registrable Securities on Form F-3 that are intended to be filed with the SECoffered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such documents being under twelve (12) month period shall be extended for up to three (3) years, if necessary, to keep the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registration Statement effective until all such Registrable Securities of any stop order issued or threatened by are sold.
2.9.2 subject to the SEC relating to Registrable Securities suspension rights set forth in Section 2.3 and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) 2.5, prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith with such Registration Statement as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;.
(c) 2.9.3 use commercially reasonable efforts to furnish to each seller the Holders such numbers of copies of a prospectus, including a preliminary prospectus, and any amendments or supplements to such a prospectus, without charge to the holders of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Securities included in such Registration Statement (including each preliminary prospectus registration and any summary prospectus) in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by them.
2.9.4 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 of such seller;
(d) register or qualify offering. Each Holder participating in such Registrable Securities underwriting shall also enter into and perform its obligations under such other securities or “blue sky” laws of such jurisdictions as any seller an agreement.
2.9.5 notify each holder of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned covered by such seller; providedRegistration Statement as promptly as reasonably practicable, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity but in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d)event within three (3) Business Days, or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securitiesof: (i) when a prospectus, any prospectus supplement, a such Registration Statement or a becoming effective; (ii) such time as any post-effective amendment to a such Registration Statement becomes effective; (but only if relating iii) the issuance or threatened issuance by the SEC of any stop order; and (iv) any request by the SEC for any amendment or supplement to Registrable Securities) has been filed with the SEC, and, with respect to a such Registration Statement or any post-effective amendment (but only if prospectus relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus thereto or for additional information (but only if relating to Registrable Securities); (iii) or of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any as then in effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such 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, misleading in the light of the circumstances under which they were made, not misleading; and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to then existing.
2.9.6 cause all Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of registered pursuant to this Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities 2 to be listed on each securities exchange on which similar securities issued by the Company Ordinary Shares are then listed; provided.
2.9.7 provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
2.9.8 furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2 at such Holder’s expense, on the date that such Registrable Securities are delivered to the applicable listing requirements underwriters for sale in connection with a registration pursuant to Section 2.2 or Section 2.3, if such securities are satisfied;
being sold through underwriters, (i) keep Holders’ Counsel reasonably advised an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in writing form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the initiation underwriters, if any, and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller Holders requesting registration of Registrable Securities and each underwriter participating (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.
2.9.9 in the case of an underwritten offering involving gross proceeds in excess of $50.0 million, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the underwriter.
2.9.10 the Company shall enter into customary agreements and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebySecurities.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (REE Automotive Ltd.), Investors’ Rights Agreement (REE Automotive Ltd.)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 9.2 or 9.3 of this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously soon as possiblereasonably practicable:
(ai) prepare and file with the SEC (in any event not later than thirty (30) business days after receipt of a request to file a registration statement with respect to Registrable Securities) a registration statement on any form for which the Company then qualifies which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective under the Act; provided, however, that before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall (A) provide a single counsel selected by the Designated Holders holding holders of a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The Company shall reasonably cooperate with review of Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly ' Counsel, and (B) notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter a period which will terminate when all Registrable Securities covered by such Registration Statement registration statement have been sold (but not before the expiration of the ninety (90) day period referred to in Section 4(3) of the Act and shall Rule 174 thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securitiesregistration statement, at least one executed copy copies of such Registration Statement registration statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementregis tration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use reasonable efforts to register or qualify such Registrable Securities under such other securities or “blue sky” sky laws of such jurisdictions as any seller of Registrable Securities may reasonably requestrequests, and to continue such registration or qualification in effect in such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d9.5(a)(iv), (B) subject itself to taxation in any such jurisdiction or (iiC) consent to general service of process in any such jurisdiction;
(ev) promptly use reasonable efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;
(vi) notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such registration statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each seller a reasonable number of any changes copies of a supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Underwriter, if any, selected as provided in Sections 9.2 or 9.3) and take such other actions as are reasonably required in order to facilitate the disposition of such Registrable Securities;
(viii) make available for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, Holders' Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "Inspector" and collectively, the "Inspec tors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement;
(ix) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;
(x) furnish, at the request of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of any counsel representing the Company for the purposes of such withdrawalregistration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller may reasonably request and are customarily included in such opinions;
(hxi) otherwise use reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Act;
(xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; listed (including NASDAQ), provided, that the applicable listing requirements are satisfied;
(ixiii) keep Holders’ Counsel reasonably advised in writing as to the initiation provide officers' certificates and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunderother customary closing documents;
(jxiv) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
National Association of Securities Dealers, Inc. (k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company"NASD"); and
(mxv) use reasonable efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Investment Agreement (Mac Music LLC), Investment Agreement (Sk Palladin Partners Lp)
Obligations of the Company. Whenever registration of Registrable Securities is has been requested or required or requested pursuant to this AgreementSection 3, Section 4 or Section 5 hereof, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall:
(i) use its commercially reasonable efforts (taking into account, among other things, accounting and regulatory matters) to prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any use its commercially reasonable efforts to cause such requestRegistration Statement to become effective; provided, the Company shallhowever, as expeditiously as possible:
that (ax) before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securities(including, without limitation, any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide a single one firm of legal counsel selected by the Designated Holders Stockholders holding a majority of the Registrable Securities being registered in such registration (“HoldersDesignated Stockholders’ Counsel”), any managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a Registration Statement and any attorney retained by any such managing underwriter or broker/dealer (each, an “Inspector” and collectively, the “Inspectors”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the HoldersDesignated Stockholders’ Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(bii) use its commercially reasonable efforts to prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty twenty days (180or, in the case of an S-3 Registration, three years from the effective date of the Registration Statement if such Registration Statement is filed pursuant to Rule 415 promulgated under the Securities Act) days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold (or, if such Registration Statement is an Automatic Shelf Registration Statement, on the third anniversary of the date of filing of such Automatic Shelf Registration Statement); and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement. Notwithstanding the foregoing, the Company shall be entitled at all reasonable times to suspend a Registration Statement that includes Registrable Securities during the pendency of any amendments required by this Section 7(a)(ii). Such suspension or suspensions shall be effective upon the transmittal of notice to an affected Designated Stockholder in compliance with, and using the most expeditious practical means of communication permitted by, Section 10(e) below;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus), any Prospectus filed under Rule 424 under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would is not otherwise be required then so qualified, (y) subject itself to qualify but for this Section 7.1(d), taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly following its actual knowledge thereof, notify each seller of Registrable Securities: (iA) when a prospectusProspectus, any prospectus Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (iiB) of any comments or request by the SEC Commission or any other federal or state Governmental Authority governmental authority for amendments or supplements to a Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (ivC) of the receipt by the Company 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 proceedings for such purpose; and (vD) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 ;
(vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) use its commercially reasonable efforts to, upon the occurrence of any event contemplated by clause (vSection 7(a)(v)(D) hereof or, subject to Sections 3(a) and 5(c) hereof, the existence of Section 7.1(e), as promptly as practicablea Valid Business Reason, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to to, or an amendment or post-effective amendment of of, such Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5 hereof, as the case may be) and take such other commercially reasonable actions as are reasonably required in order to facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter;
(viii) make available at reasonable times for inspection by any event contemplated Inspector all pertinent financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by clauses any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (iiiand the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, promptly give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. In the event that the Company is unsuccessful in preventing the disclosure of such Records, such seller agrees that it shall furnish only such portion of those Records that it is advised by counsel is legally required and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to those Records;
(hix) cause all if such sale is pursuant to an underwritten offering, obtain a “cold comfort” letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(x) if such sale is pursuant to an underwritten offering, furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters may reasonably request and are customarily included in such opinions;
(xi) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen months after the effective date of the Registration Statement, an earnings statement covering a period of twelve months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated under the Securities Act;
(xii) use its commercially reasonable efforts to cause, within thirty (30) days of the effective date of the Registration Statement, any shares of Common Stock included in the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are Common Stock is then listed; provided, including but not limited to the New York Stock Exchange, provided that the applicable listing requirements are satisfied;
(ixiii) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(kxiv) cooperate cause the Registrable Securities covered by such Registration Statement to be registered with the Designated Holders or approved by such other governmental agencies or authorities, as may be reasonably necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Shares Securities to facilitate consummate the timely preparation and delivery disposition of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may requestSecurities;
(lxv) not later than within the Required Effectiveness Date deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission;
(xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale Statement or Prospectus used under such Registration Statement, this Agreement (and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyany offering covered thereby); and
(mxvii) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyhereby and reasonably cooperate with the holders of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto.
Appears in 2 contracts
Samples: Registration Rights Agreement (Amn Healthcare Services Inc), Merger Agreement (Amn Healthcare Services Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts under Section 2.2 to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestpursuant to an Underwritten Offering, the Company shall, as expeditiously as reasonably possible:
(a) before filing 2.6.1 prepare and file with the Commission a Registration Statement with respect to such Registrable Securities sought to be included therein; provided, that at least two (2) Business Days prior to filing any Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single furnish to the Investor, its counsel selected and the Underwriter copies of all such documents proposed to be filed, and the Investor shall have the opportunity to comment on any information pertaining solely to the Investor and its plan of distribution that is contained therein and the Company shall make the corrections reasonably requested by the Designated Holders holding a majority of Investor or the Registrable Securities being registered in Underwriter with respect to such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity information prior to review and comment on filing any such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with amendment, provided, that the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel include in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller plan of Registrable Securities distribution all legally permissible methods of any stop order issued or threatened distribution requested by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if enteredInvestor;
(b) 2.6.2 prepare and file with the SEC Commission such amendments and supplements post-effective amendments to such any Registration Statement and the prospectus any Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for until the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period date on which will terminate when all Registrable Securities covered by such Registration Statement have been are sold pursuant thereto, and shall cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement until the date on which all Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
are sold pursuant thereto; provided, that at least two (c2) furnish to each seller of Registrable Securities, Business Days prior to filing a Registration Statement relating any such amendments and post effective amendments or supplements thereto, the Company shall furnish to Registrable Securitiesthe Investor, at least one executed copy its counsel, and the Underwriter copies of all such Registration Statement as is documents proposed to be filed, and thereafter the Investor and the Underwriter shall have the opportunity to comment on any information pertaining solely to the Investor and its plan of distribution that is contained therein and the Company shall make the corrections reasonably requested by the Investor or the Underwriter with respect to such number information prior to filing any such Registration Statement or amendment;
2.6.3 furnish to the Investor and the Underwriter such numbers of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectusProspectus or free writing Prospectus) in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of Registrable Securities;
2.6.4 notify the Investor, promptly after the Company shall receive notice thereof, of the time when such Registration Statement becomes or is declared effective or when any amendment or supplement or any Prospectus forming a part of such Registration Statement has been filed;
2.6.5 notify the Investor promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information and promptly deliver to the Investor copies of any comments received from the Commission;
2.6.6 notify the Investor promptly of any stop order suspending the effectiveness of such Registration Statement or Prospectus or the initiation of any proceedings for that purpose, and use all reasonable efforts to obtain the withdrawal of any such order or the termination of such proceedings;
2.6.7 use all reasonable efforts to register and qualify the Registrable Securities owned covered by such seller;
(d) register or qualify such Registrable Securities Registration Statement under such other securities or “blue sky” laws sky Laws of such jurisdictions as any seller of Registrable Securities may shall be reasonably requestrequested by the Investor, and continue use all reasonable efforts to keep each such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdictioneffective, including through new filings, or for as long as amendments or renewals, until the date on which all Registrable Securities covered by such Registration Statement are sold pursuant thereto, and notify the Investor of Registrable Securities covered by such Registration Statement of the receipt of any written notification with respect to any suspension of any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerqualification; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity general consent to service of process in any jurisdiction such states or jurisdictions where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction2;
2.6.8 enter into and perform its obligations under an underwriting agreement or placement agreement, as applicable, in usual and customary form with the Underwriter of the Underwritten Offering, pursuant to which such Registrable Securities are being offered;
2.6.9 use all reasonable efforts to obtain at the time of any Underwritten Offering pursuant to such Registration Statement: (ea) a “comfort letter,” and updates thereof, from the Company’s independent certified public accountants covering such matters of the type customarily covered by “comfort letters” as the Underwriter may reasonably request; (b) a negative assurances letter of counsel to the Company in customary form and covering such matters of the type customarily covered by such letters as the Underwriter may reasonably request; (c) customary certificates executed by authorized officers of the Company as the Underwriter may reasonably request; and (d) an opinion or opinions addressed to the Underwriter in customary form and scope from counsel for the Company;
2.6.10 promptly notify each seller of Registrable Securities: (i) the Investor at any time when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment Prospectus relating thereto is required to a Registration Statement (but only if relating to Registrable Securities) has been filed with be delivered under the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Securities Act of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact Prospectus included in such Registration Statement or related prospectus any offering memorandum or any other offering document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits 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 such 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, misleading in the light of the circumstances under which they were madethen existing, not misleading; and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Prospectus or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary file any other required document so that, after delivery as thereafter delivered to the purchasers of such Registrable Securities, in the case of the Registration Statement, it such Prospectus will not contain any an 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;
2.6.11 permit the Investor, if in the Investor’s reasonable judgment the Investor could reasonably be deemed to be an underwriter with respect to the Underwritten Offering, or to be a controlling Person of the Company, to reasonably participate in the preparation of such Registration Statement and to require the insertion therein of information to the extent concerning the Investor, furnished to the Company in writing, which in the reasonable judgment of the Investor and its counsel should be included;
2.6.12 upon reasonable notice and during normal business hours, subject to the Company’s receiving customary confidentiality undertakings or agreements from the Investor or other person obtaining access to Company records, documents, properties or other information pursuant to this Section 2.6.12, make available for inspection by a representative of the Investor, the Underwriter and any attorneys or accountants retained by the Investor or Underwriter, relevant financial and other records, pertinent corporate documents and properties of the Company, and use all reasonable efforts to cause the officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter attorneys or accountants in connection with the Registration Statement;
2.6.13 participate, to the extent requested by the Underwriter, in efforts extending for no more than five (5) Business Days scheduled by such Underwriter and reasonably acceptable to the Company’s senior management, to sell the Registrable Securities being offered (including participating during such period in customary “roadshow” meetings);
2.6.14 use all reasonable efforts to comply with all applicable rules and regulations of the Commission relating to such registration and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act, provided that the Company will be deemed to have complied with this Section 2.6.14 with respect to such earning statements if it has satisfied the provisions of Rule 158;
2.6.15 if requested by the Underwriter and the Investor, promptly incorporate in a Prospectus supplement or post-effective amendment such information as the case of such prospectus, it will not contain any untrue statement of a material fact Underwriter or omit to state any material fact required Investor reasonably requests to be stated therein or necessary to make the statements included therein, in light with respect to the Registrable Securities being sold by the Investor, including the purchase price being paid therefor by the Underwriter and with respect to any other terms of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller Underwritten Offering of Registrable Securities to be sold in such offering, and promptly make all required filings of any such withdrawalProspectus supplement or post-effective amendment;
(h) 2.6.16 cause all such the Registrable Securities covered by such Registration Statement to be listed on each securities exchange exchange, if any, on which similar securities Equity Securities issued by the Company are then listed; provided, that and
2.6.17 reasonably cooperate with the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to Investor and the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter Underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration StatementFinancial Industry Regulatory Authority, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration StatementInc., provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyif any.
Appears in 2 contracts
Samples: Investor Rights Agreement (GTT Communications, Inc.), Securities Purchase Agreement (GTT Communications, Inc.)
Obligations of the Company. Whenever registration of Registrable Securities is has been requested or required or requested pursuant to this AgreementSection 3, Section 4 or Section 5 hereof, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall:
(i) use its reasonable best efforts (taking into account, among other things, accounting and regulatory matters) to, as promptly as practicable, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any cause such requestRegistration Statement to become effective; provided, the Company shallhowever, as expeditiously as possible:
that (ax) before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securities(including, without limitation, any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide a single one firm of legal counsel selected by the Designated Holders Stockholders holding a majority of the Registrable Securities being registered in such registration (“HoldersDesignated Stockholders’ Counsel”), any managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a Registration Statement and any attorney retained by any such managing underwriter or broker/dealer (each, an “Inspector” and collectively, the “Inspectors”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the HoldersDesignated Stockholders’ Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(bii) use its commercially reasonable efforts to, as promptly as practicable, prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty twenty days (180or, in the case of an S-3 Registration, three years from the effective date of the Registration Statement if such Registration Statement is filed pursuant to Rule 415 promulgated under the Securities Act) days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold (or, if such Registration Statement is an Automatic Shelf Registration Statement, on the third anniversary of the date of filing of such Automatic Shelf Registration Statement); and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus), any Prospectus filed under Rule 424 under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which that may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required required, (y) subject itself to qualify but for this Section 7.1(d), taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly as soon as possible following its actual knowledge thereof, notify each seller of Registrable Securities: (iA) when a prospectusProspectus, any prospectus Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (iiB) of any comments or request by the SEC Commission or any other federal or state Governmental Authority governmental authority for amendments or supplements to a Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (ivC) of the receipt by the Company 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 proceedings for such purpose; and (vD) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(fvi) upon the occurrence of any event contemplated by clause (vSection 8(a)(v)(D) hereof or, subject to Sections 3(a) and 5(c) hereof, the existence of Section 7.1(e), a Valid Business Reason use its reasonable best efforts to prepare as promptly soon as practicable, prepare possible a supplement, amendment supplement or post-effective amendment to such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to to, or an amendment or post-effective amendment of of, such Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 light of the circumstances under which they were made, not misleading;
(gvii) upon enter into customary agreements (including an underwriting agreement in customary form with the occurrence of any event contemplated by clauses (iii) Approved Underwriter or (iv) of Company Underwriter, if any, selected as provided in Section 7.1(e)3, Section 4 or Section 5 hereof, as promptly the case may be) and take such other commercially reasonable actions as practicable, use its reasonable best efforts are reasonably required in order to promptly obtain facilitate the withdrawal of any such order or suspension and shall immediately notify each seller disposition of Registrable Securities of and shall provide all reasonable cooperation, including causing its appropriate officers to attend and participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter, if and as applicable, and causing counsel to the Company to deliver customary legal opinions in connection with any such withdrawalunderwriting agreements;
(hviii) make available at reasonable times for inspection by any Inspector all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the Company’s independent registered public accounting firm, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (z) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each Inspector agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, promptly give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(ix) if such sale is pursuant to an underwritten public offering, obtain a “cold comfort” letter addressed to the underwriters and Participating Holders dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent registered public accounting firm in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(x) furnish an opinion of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(xi) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen months after the effective date of the Registration Statement, an earnings statement covering a period of twelve months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated under the Securities Act;
(xii) cause all such any Registrable Securities included in the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company applicable type of Registrable Securities are then listed; provided, that the applicable listing requirements are satisfied;
(ixiii) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(kxiv) cooperate cause the Registrable Securities covered by such Registration Statement to be registered with the Designated Holders or approved by such other governmental agencies or authorities, as may be reasonably necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Shares Securities to facilitate consummate the timely preparation and delivery disposition of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may requestSecurities;
(lxv) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers a transfer agent or warrant agent and registrar for the Registrable Securities registered and a CUSIP number for resale under such Registration Statement, and provide the transfer agent for each type of the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; andSecurities;
(mxvi) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyhereby and reasonably cooperate with the holders or underwriters (in the case of an underwritten offering) of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto;
(xvii) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission; and
(xviii) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby).
Appears in 2 contracts
Samples: Registration Rights Agreement (Turning Point Brands, Inc.), Registration Rights Agreement (Turning Point Brands, Inc.)
Obligations of the Company. Whenever required under Section 1 to effect the registration of any Registrable Securities is required or requested pursuant to this AgreementSecurities, the Company shall will use its commercially reasonable best efforts to effect the registration of such Registrable Securities pursuant to this Agreement in accordance with the intended method methods of distribution disposition thereof, and in connection with any such request, pursuant thereto the Company shall, will as expeditiously as possible:
(a) before filing Prepare and file with the SEC a Registration Statement or prospectus or any amendments or supplements thereto relating with respect to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the such Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity use its reasonable best efforts to review and comment on cause such Registration Statement to become effective, and each prospectus included therein (and each amendment or supplement thereto) to be filed with keep such Registration Statement effective for the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel period provided for in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;.
(b) Promptly prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith with such Registration Statement as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such for the period provided for in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;this Agreement.
(c) Promptly furnish to each seller Holder of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy Securities such numbers of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such the Registration Statement (including each preliminary prospectus and any summary prospectus) in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;them.
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller Promptly notify each Holder of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned covered by such seller; provided, however, that the Company shall not be Registration Statement at any time when a prospectus relating thereto is required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securitiesdelivered under the Securities Act of: (i) when the happening of any event as a prospectusresult of which the prospectus included in such Registration Statement, any prospectus supplementas then in effect, includes an untrue statement of a Registration Statement material fact or omits to state a post-effective amendment material fact required to a Registration Statement (but only if relating be stated therein or necessary to Registrable Securities) has been filed with make the SECstatements therein not misleading in the light of the circumstances then existing, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; , and (iviii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities Shares for sale in any jurisdiction or the initiation or threatening of any proceedings proceeding for such purpose; .
(ve) Use its reasonable best efforts to cause all such Registrable Securities registered pursuant hereto to be listed on Nasdaq or each securities exchange on which similar securities issued by the Company are then listed.
(f) Provide each Holder of Registrable Securities with a reasonable opportunity to review and comment on the existence of any fact or happening of Registration Statement prior to its filing with the SEC.
(g) If there has occurred any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any as then in effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that misleading in the case light of the circumstances then existing, the Company will use its reasonable best efforts to prepare and furnish to each Holder a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such prospectusRegistrable Securities, it such prospectus will not contain any an 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that misleading in the case of such 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 light of the circumstances under which they were made, not misleading;then existing.
(gh) upon In the occurrence event of the issuance by the SEC of any event contemplated by clauses (iii) stop order suspending the effectiveness of a Registration Statement, or (iv) of Section 7.1(e)any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in the Registration Statement for sale in any jurisdiction, as promptly as practicable, the Company will use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;order.
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel Cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;National Association of Securities Dealers.
(j) Use its reasonable best efforts to register or qualify such Registrable Securities under such other state securities or blue sky laws as the selling Holders selling such Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably necessary or reasonably advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder and to keep each such registration or qualification (or exemption therefrom) effective during the period which the Registration Statement is required to be kept effective (provided, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction).
(k) cooperate with Enter into such customary agreements (including underwriting agreements containing customary representations and warranties) and take all other customary and appropriate actions as the Designated Holders of the Registrable Shares Securities being sold or the managing underwriters, if any, reasonably request in order to expedite or facilitate the timely preparation and delivery disposition of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;Securities.
(l) not later than the Required Effectiveness Date of With respect to an Underwritten Offering pursuant to any Registration StatementStatement filed under Section 1.2 or Section 1.3, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares obtain one or more certificates for comfort letters, dated the effective date of the Registration Statement and, if required by the managing underwriters, dated the date of the closing under the underwriting agreement, signed by the Company’s independent public accountants in customary form and covering such Registrable Shares, matter of the type customarily covered by comfort letters in a form eligible for deposit with the Depository Trust Company; andsimilar transactions.
(m) take With respect to an Underwritten Offering pursuant to any Registration Statement filed under Section 1.2 or Section 1.3, obtain a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement and, if required by the managing underwriters, dated the date of the closing under the underwriting agreement, with respect to the Registration Statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions in similar transactions.
(n) Take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Tontine Capital Partners L P), Registration Rights Agreement (Patrick Industries Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to this AgreementSection 12, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) use its best efforts to prepare and file with the SEC a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such Registration Statement to become effective; PROVIDED, HOWEVER, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") and any other Inspector with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The review of Holders' Counsel, and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) as soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy copies of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.to
Appears in 2 contracts
Samples: Warrant Agreement (Exe Technologies Inc), Warrant Agreement (Exe Technologies Inc)
Obligations of the Company. Whenever In connection with the registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSecurities, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission a Registration Statement on Form S-3 and cause such Registration Statement to become effective; provided, however, that before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securities(including, the Company shall without limitation, any documents incorporated by reference therein), or before using any Free Writing Prospectus, provide a single one firm of legal counsel selected by the Designated Holders Shareholders holding a majority of the Registrable Securities being registered in such registration (“HoldersShareholder’ Counsel”), any managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a Registration Statement and any attorney retained by any such managing underwriter or broker/dealer (each, an “Inspector” and collectively, the “Inspectors”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the HoldersShareholders’ Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may shall be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (iix) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with (or, if such Registration Statement is an Automatic Shelf Registration Statement, on the provisions first anniversary of the Securities Act with respect to date of filing of such Automatic Shelf Registration Statement) or (y) the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementare no longer Registrable Securities;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus), any Prospectus filed under Rule 424 under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;; provided that the Company need not provide copies of exhibits to the Registration Statement.
(div) use its commercially reasonable efforts to expeditiously register or qualify such Registrable Securities under such other securities or “blue sky” laws of California and New York if required by the laws of such jurisdictions as any seller of Registrable Securities may reasonably requeststates, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are soldsold or are “covered securities” under the Securities Act, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerseller in such jurisdictions; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d3(b)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly following its actual knowledge thereof, notify each seller of Registrable Securities: (iA) when a prospectusProspectus, any prospectus Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (iiB) of any comments or request by the SEC or any other federal or state Governmental Authority Commission for amendments or supplements to a Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (ivC) of the receipt by the Company 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 proceedings for such purpose; and (vD) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 (vi) determination by counsel of , provided that the Company need not disclose any facts or events that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisablehave not been publicly disclosed by the Company;
(fvi) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e3(b)(v)(D), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to to, or an amendment or post-effective amendment of of, such Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements and take such other actions as are reasonably required in order to facilitate the occurrence disposition of such Registrable Securities and shall provide all reasonable cooperation, including causing counsel to the Company to deliver customary legal opinions in connection with any event contemplated such underwriting agreements;
(viii) make available at reasonable times for inspection by clauses any Inspector all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (iiicollectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors, managers and employees, and the Company’s independent registered public accounting firm, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s reasonable judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, promptly give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hix) if such sale is pursuant to an underwritten offering, obtain a “cold comfort” letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent registered public accounting firm in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(x) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, may reasonably request and are customarily included in such opinions;
(xi) cause all such Registrable Securities any Shares included in the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company Shares are then listed; provided, that . The Company shall pay all fees and expenses in connection with satisfying its obligation to list such Shares.
(xii) make all required filings of all Prospectuses and Free Writing Prospectuses with the applicable listing requirements are satisfiedCommission;
(ixiii) keep Holders’ Counsel reasonably advised make all required filing fee payments in writing as to the initiation and progress respect of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
Prospectus used under this Agreement (j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyoffering covered thereby); and
(mxiv) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Biotime Inc), Registration Rights Agreement (Asterias Biotherapeutics, Inc.)
Obligations of the Company. Whenever registration of Registrable Securities is has been required or requested pursuant to this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereofas quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securities(including, without limitation, any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide a single one firm of legal counsel selected by the Designated Holders Shareholders holding a majority of the Registrable Securities being registered in such registration (“HoldersDesignated Shareholders’ Counsel”), any managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a Registration Statement and any attorney retained by any such managing underwriter or broker/dealer (each, an “Inspector” and collectively, the “Inspectors”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the HoldersDesignated Shareholders’ Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may shall be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (iix) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with (or, if such Registration Statement is an Automatic Shelf Registration Statement, on the provisions first anniversary of the Securities Act with respect to date of filing of such Automatic Shelf Registration Statement) or (y) the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementare no longer Registrable Securities;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus), any Prospectus filed under Rule 424 under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;; provided that the Company need not provide copies of exhibits to the Registration Statement.
(div) use its commercially reasonable efforts to expeditiously register or qualify such Registrable Securities under such other securities or “blue sky” laws of California and New York if required by the laws of such jurisdictions as any seller of Registrable Securities may reasonably requeststates, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are soldsold or are “covered securities” under the Securities Act, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerseller in such jurisdictions; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d4(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly following its actual knowledge thereof, notify each seller of Registrable Securities: (iA) when a prospectusProspectus, any prospectus Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (iiB) of any comments or request by the SEC or any other federal or state Governmental Authority Commission for amendments or supplements to a Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (ivC) of the receipt by the Company 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 proceedings for such purpose; and (vD) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 (vi) determination by counsel of , provided that the Company need not disclose any facts or events that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisablehave not bee publicly disclosed by the Company;
(fvi) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e4(a)(v)(D), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to to, or an amendment or post-effective amendment of of, such Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements and take such other actions as are reasonably required in order to facilitate the occurrence disposition of such Registrable Securities and shall provide all reasonable cooperation, including causing counsel to the Company to deliver customary legal opinions in connection with any event contemplated such underwriting agreements;
(viii) make available at reasonable times for inspection by clauses any Inspector all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (iiicollectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors, managers and employees, and the Company’s independent registered public accounting firm, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s reasonable judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, promptly give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hix) cause all if such sale is pursuant to an underwritten offering, obtain a “cold comfort” letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent registered public accounting firm in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(x) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, may reasonably request and are customarily included in such opinions; cause any Shares included in the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company Shares are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixi) keep Holders’ Counsel reasonably advised make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission;
(xii) make all required filing fee payments in writing as to the initiation and progress respect of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
Prospectus used under this Agreement (j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyoffering covered thereby); and
(mxiii) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Transfer Agreement (Biotime Inc), Registration Rights Agreement (Biotime Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or Section 4 of this Agreement, the Company shall use its all commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s 's control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(gvi) upon enter into and perform customary agreements (including an underwriting agreement containing representations, warranties, covenants and indemnities for securities law matters and otherwise in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3 or Section 4, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other information meetings organized by the Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by clauses any such seller or any managing underwriter (iiieach, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hviii) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the managing underwriter reasonably requests;
(ix) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, if reasonably available, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(x) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixii) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanyNASD; and
(mxiii) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Critical Path Inc), Registration Rights Agreement (Critical Path Inc)
Obligations of the Company. Whenever registration Nothing in this Section 6.6 or any other provision of Registrable Securities is required this Agreement will require the Company or requested any of its Subsidiaries to (i) waive or amend any terms of this Agreement or any other Contract, provide any additional security or guaranties or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement by or on behalf of Parent; (ii) enter into any definitive agreement prior to the Effective Time; (iii) give any indemnities in connection with the Debt Financing that are effective prior to the Effective Time; or (iv) take any action that, in the good faith determination of the Company, (a) would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or (b) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. In addition, (A) no action, liability or obligation of the Company, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing (other than customary representation letters and authorization letters (including with respect to the presence or absence of material non-public information about the Company and its Subsidiaries and the accuracy of the information contained in the disclosure and marketing materials related to the Company and its Subsidiaries)) will be effective until the Effective Time; (B) neither the Company nor any of its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (other than customary representation letters and authorization letters (including with respect to the presence or absence of material non-public information about the Company and its Subsidiaries and the accuracy of the information contained in the disclosure and marketing materials related to the Company and its Subsidiaries)) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time; and (C) any bank information memoranda required in relation to the Debt Financing will contain disclosure reflecting the Surviving Corporation or its Subsidiaries as the obligor. Nothing in this Section 6.6 will require (1) any Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion or take any other action under this Section 6.6 that could reasonably be expected to result in personal liability to such Representative; (2) the Company Board (as constituted prior to the Effective Time) to approve the Financing or Contracts related thereto; (3) the Company and its Subsidiaries to take any action that would conflict with or violate its organizational documents, any applicable Laws or result in a violation of breach of, or default under, any agreement to which the Company or any of it is Subsidiaries is a party; and (4) the Company and its Subsidiaries to provide any information (a) the disclosure of which is prohibited or restricted under applicable Law or any agreement binding on the Company or its Subsidiaries as of the date of this Agreement or any agreement binding on the Company or its Subsidiaries that is entered into after the date of this Agreement that is not entered into for the purpose of evading the obligations in this Section 6.6; or (b) where access to such information would (i) give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such information; or (ii) violate or cause a default pursuant to, or give a third Person the right terminate or accelerate the rights pursuant to, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound (it being understood that in the event that the Company and its Subsidiaries do not provide any information in reliance on the exclusions in the foregoing clauses (a) or (b)(i), the Company or such Subsidiary will use commercially reasonable efforts to provide notice to Parent promptly upon obtaining knowledge that such information is being withheld and the Company or such Subsidiary will use reasonable best efforts to communicate, to the extent permitted, the applicable information or other matter in a way that would not violate any applicable Law or agreement or result in the waiver of any such privilege). Notwithstanding anything to the contrary in this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities condition set forth in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shallSection 7.2(b), as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating it applies to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto6.6(a), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may will be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require satisfied if the making Company’s breach, if any, of any changes to its obligations under Section 6.6(a) did not cause the Registration Statement or prospectus in order that, in the case failure of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required Debt Financing to be stated therein or necessary to make the statements therein not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyobtained.
Appears in 2 contracts
Samples: Merger Agreement (Forescout Technologies, Inc), Merger Agreement (Forescout Technologies, Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to under this Agreement, the Company shall use its commercially reasonable efforts Section 2 to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSecurities, the Company shall, as expeditiously as possible:
(a) before filing 2.9.1 prepare and file with the SEC a Registration Statement or prospectus or any amendments or supplements thereto relating with respect to such Registrable SecuritiesSecurities and use its reasonable commercial efforts to cause such Registration Statement to become effective, and, upon the Company shall provide a single counsel selected by request of the Designated Holders holding holders of a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on thereunder, keep such Registration Statement and each prospectus included therein effective for a period of up to twelve (and each amendment or supplement thereto12) months or, if sooner, until the distribution contemplated in the Registration Statement has been completed, and, in the case of any registration of Registrable Securities on Form F-3 that are intended to be filed with the SECoffered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such documents being under twelve (12) month period shall be extended for up to two (2) years, if necessary, to keep the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registration Statement effective until all such Registrable Securities of any stop order issued or threatened by are sold.
2.9.2 subject to the SEC relating to Registrable Securities suspension rights set forth in Section 2.3 and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) 2.5, prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith with such Registration Statement as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;.
(c) 2.9.3 use commercially reasonable efforts to furnish to each seller the Holders such numbers of copies of a prospectus, including a preliminary prospectus, and any amendments or supplements to such a prospectus, without charge to the holders of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Securities included in such Registration Statement (including each preliminary prospectus registration and any summary prospectus) in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by them.
2.9.4 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 of such seller;
(d) register or qualify offering. Each Holder participating in such Registrable Securities underwriting shall also enter into and perform its obligations under such other securities or “blue sky” laws of such jurisdictions as any seller an agreement.
2.9.5 notify each holder of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned covered by such seller; providedRegistration Statement as promptly as reasonably practicable, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity but in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d)event within three (3) Business Days, or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securitiesof: (i) when a prospectus, any prospectus supplement, a such Registration Statement or a becoming effective; (ii) such time as any post-effective amendment to a such Registration Statement becomes effective; (but only if relating iii) the issuance or threatened issuance by the SEC of any stop order; and (iv) any request by the SEC for any amendment or supplement to Registrable Securities) has been filed with the SEC, and, with respect to a such Registration Statement or any post-effective amendment (but only if prospectus relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus thereto or for additional information (but only if relating to Registrable Securities); (iii) or of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any as then in effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such 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, misleading in the light of the circumstances under which they were made, not misleading; and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to then existing.
2.9.6 cause all Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company Ordinary Shares are then listed; provided.
2.9.7 provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
2.9.8 furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2 at such Holder’s expense, on the date that such Registrable Securities are delivered to the applicable listing requirements underwriters for sale in connection with a registration pursuant to Section 2.2 or Section 2.3, if such securities are satisfied;
being sold through underwriters, (i) keep Holders’ Counsel reasonably advised an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in writing form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the initiation underwriters, if any, and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller Holders requesting registration of Registrable Securities and each underwriter participating (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.
2.9.9 in the case of an underwritten offering involving gross proceeds in excess of $100.0 million, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the underwriter.
2.9.10 the Company shall enter into customary agreements and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebySecurities.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Taboola.com Ltd.), Investors’ Rights Agreement (Taboola.com Ltd.)
Obligations of the Company. Whenever registration of Registrable Securities is has been requested or required or requested pursuant to this AgreementSection 3, Section 4 or Section 5, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as promptly as practicable, and in connection with any such request or requirement, the Company shall:
(i) as expeditiously as possible, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any cause such requestRegistration Statement to become effective; provided, the Company shallhowever, as expeditiously as possible:
that (aA) before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securities(including any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide a single one counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and Statement, each prospectus Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (B) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions required to prevent the entry of such stop order or to remove it if entered;
(bii) as expeditiously as possible, prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (iA) one hundred and eighty (180) 180 days and (iiB) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold; provided, that in the case of a Shelf Registration, the Company shall keep such Registration Statement effective until all Registrable Securities covered by such Registration Statement shall have been sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) as expeditiously as possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus), any Prospectus filed pursuant to Rule 424 promulgated under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) as expeditiously as possible, register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d7(a)(iv), (B) subject itself to taxation in any such jurisdiction or (iiC) consent to general service of process in any such jurisdiction;
(ev) promptly as expeditiously as possible, notify each seller of Registrable Securities: (iA) when a prospectusProspectus, any prospectus Prospectus supplement, any Free Writing Prospectus, the Disclosure Package, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (iiB) of any comments or request by the SEC Commission or any other federal or state Governmental Authority governmental authority for amendments or supplements to a Registration Statement Statement, related Prospectus, the Disclosure Package or related prospectus Free Writing Prospectus or for additional information (but only if relating to Registrable Securities)information; (iiiC) of the issuance by the SEC Commission or any other Governmental Authority federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (ivD) of the receipt by the Company 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 proceedings for such purpose; (vE) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or Statement, related prospectus Prospectus, Free Writing Prospectus, Disclosure Package or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement Statement, Prospectus, Free Writing Prospectus or prospectus Disclosure Package in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus, Disclosure Package or Free Writing 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 (viF) of the determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(fvi) as expeditiously as possible, upon the occurrence of any event contemplated by clause (vSection 7(a)(v)(E) or, subject to Sections 3(b) and 5(c), the existence of Section 7.1(e)a Valid Business Reason, as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Statement, related Prospectus, Disclosure Package or related prospectus Free Writing Prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement Statement, Prospectus, Disclosure Package or prospectus Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus, Disclosure Package or Free Writing 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 light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including underwriting, block trade, derivative transaction agreements or confirmations and indemnification and contribution agreements in customary form with the occurrence Approved Underwriter or the Company Underwriter, as applicable) and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities and shall provide all reasonable cooperation, including causing appropriate officers to attend and participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter, if applicable, and causing counsel to the Company to deliver customary legal opinions in connection with any event contemplated such underwriting agreements;
(viii) make available at reasonable times for inspection by clauses any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders’ Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (iiicollectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (A) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (B) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivC) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hix) if such sale is pursuant to an underwritten public offering or underwritten block trade, obtain a “cold comfort” letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as Holders’ Counsel or the managing underwriter reasonably requests;
(x) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(xi) with respect to each Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Free Writing Prospectus or other materials, where reasonably practicable, without the prior written consent of the Designated Holders of the Registrable Securities covered by such registration statement, which Free Writing Prospectuses or other materials shall be subject to the review of counsel to such Designated Holders;
(xii) as expeditiously as possible and within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission;
(xiii) as expeditiously as possible and within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby);
(xiv) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(xv) cause all such Registrable Securities to be listed on each securities exchange on which similar securities Registrable Class Securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixvi) as expeditiously as practicable, keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; providedunder Section 3, that the Company shall Section 4 or Section 5 and provide Holders’ Counsel with all correspondence with Staff or the SEC Commission in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunderStatement;
(jxvii) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(kxviii) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing if such Registrable Shares to be delivered to a transferee registration is pursuant to a Registration StatementStatement on Form S-3 or any similar short-form registration, which certificates shall be free of any restrictive legends and include in such denominations and registered in Registration Statement such names additional information for marketing purposes as such selling Designated Holders may request;
(l) not later than reasonably request in order to facilitate the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyoffering process; and
(mxix) take all other steps reasonably necessary and advisable to effect the registration and disposition of the Registrable Securities contemplated herebyhereby (in each case, to the extent within its control).
Appears in 2 contracts
Samples: Registration Rights Agreement (OCM PE Holdings, Inc.), Investment Agreement (Pulse Electronics Corp)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Article III or Article IV of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such Registration Statement to become effective; PROVIDED, HOWEVER, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”"HOLDERS' COUNSEL") and any other Inspector with an a reasonably adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s 's control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 90 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each 77 11 preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible required pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6.1(d), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(f) enter into and perform customary agreements (including an underwriting agreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in Article III or Article IV, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(g) upon make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "INSPECTOR" and collectively, the occurrence "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any event contemplated such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by clauses the Inspectors (iiiand the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(h) if such sale is pursuant to an underwritten offering, cause to be delivered "cold comfort" letters dated the effective date of the registration statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;
(i) if such sale is pursuant to an underwritten offering, cause to be furnished, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(j) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, PROVIDED that the applicable listing requirements are satisfied;
(il) keep Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Article III or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Article IV hereunder;
(jm) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRANASD;
(kn) cooperate with make officers available to participate in customary road shows and other informational meetings as reasonably requested by any Approved Underwriter or Company Underwriter (it being understood that the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable SharesCompany, in its discretion, may require that there be "road shows" and other informational meetings in connection with a form eligible for deposit with the Depository Trust CompanyDemand Registration); and
(mo) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Share Purchase Agreement (Collins & Aikman Corp), Share Purchase Agreement (Cypress Capital Advisors LLC)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 of this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously soon as possiblereasonably practicable:
(a) prepare and file with the SEC (in any event not later than thirty (30) business days after receipt of a request to file a registration statement with respect to Registrable Securities) a registration statement on any form for which the Company then qualifies which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective under the Act; provided, however, that before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall (A) provide a single counsel selected by the Designated Holders holding holders of a majority of the Registrable Securities being registered 4 in such registration (“Holders’ Counsel”"HOLDERS' COUNSEL") with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The Company shall reasonably cooperate with review of Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly ' Counsel, and (B) notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter a period which will terminate when all Registrable Securities covered by such Registration Statement registration statement have been sold (but not before the expiration of the ninety (90) day period referred to in Section 4(3) of the Act and shall Rule 174 thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securitiesregistration statement, at least one executed copy copies of such Registration Statement registration statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementregistration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) use reasonable efforts to register or qualify such Registrable Securities under such other securities or “blue sky” sky laws of such jurisdictions as any seller of Registrable Securities may reasonably requestrequests, and to continue such registration or qualification in effect in such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d5.1(d), (B) subject itself to taxation in any such jurisdiction or (iiC) consent to general service of process in any such jurisdiction;
(e) promptly use reasonable efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;
(f) notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such registration statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each seller a reasonable number of any changes copies of a supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(g) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Underwriter, if any, selected as provided in Section 3) and take such other actions as are reasonably required in order to facilitate the disposition of such Registrable Securities;
(h) make available for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, Holders' Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "INSPECTOR" and collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement;
(i) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by 6 "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;
(j) furnish, at the request of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of any counsel representing the Company for the purposes of such withdrawalregistration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller may reasonably request and are customarily included in such opinions;
(hk) otherwise use reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Act;
(l) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; listed (including NASDAQ), provided, that the applicable listing requirements are satisfied;
(im) keep Holders’ Counsel reasonably advised in writing as to the initiation provide officers' certificates and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunderother customary closing documents;
(jn) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
National Association of Securities Dealers, Inc. (k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company"NASD"); and
(mo) use reasonable efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Platinum Entertainment Inc), Registration Rights Agreement (Devick Steven D)
Obligations of the Company. Whenever registration of Registrable Securities is has been requested or required or requested pursuant to this AgreementSection 3, Section 4 or Section 5 hereof, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall:
(i) use its commercially reasonable efforts (taking into account, among other things, accounting and regulatory matters) to, as expeditiously as possible, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any cause such requestRegistration Statement to become effective; provided, the Company shallhowever, as expeditiously as possible:
that (ax) before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securities(including, without limitation, any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide a single one firm of legal counsel selected by the Designated Holders Stockholders holding a majority of the Registrable Securities being registered in such registration (“HoldersDesignated Stockholders’ Counsel”), any managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a Registration Statement and any attorney retained by any such managing underwriter or broker/dealer (each, an “Inspector” and collectively, the “Inspectors”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the HoldersDesignated Stockholders’ Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(bii) use its commercially reasonable efforts to, as expeditiously as possible, prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty twenty days (180or, in the case of an S-3 Registration, three years from the effective date of the Registration Statement if such Registration Statement is filed pursuant to Rule 415 promulgated under the Securities Act) days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold (or, if such Registration Statement is an Automatic Shelf Registration Statement, on the third anniversary of the date of filing of such Automatic Shelf Registration Statement); and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) as expeditiously as possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus), any Prospectus filed under Rule 424 under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its commercially reasonable efforts to, as expeditiously as possible, register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d8(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly as expeditiously as possible following its actual knowledge thereof, notify each seller of Registrable Securities: (iA) when a prospectusProspectus, any prospectus Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (iiB) of any comments or request by the SEC Commission or any other federal or state Governmental Authority governmental authority for amendments or supplements to a Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (ivC) of the receipt by the Company 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 proceedings for such purpose; and (vD) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 ;
(vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) use its commercially reasonable efforts to, as expeditiously as possible, upon the occurrence of any event contemplated by clause (vSection 8(a)(v)(D) hereof or, subject to Sections 3(a) and 5(c) hereof, the existence of Section 7.1(e), as promptly as practicablea Valid Business Reason, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to to, or an amendment or post-effective amendment of of, such Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 light of the circumstances under which they were made, not misleading;
(gvii) enter into and perform customary agreements (including an underwriting agreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5 hereof, as the case may be) and take such other commercially reasonable actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities and shall provide all reasonable cooperation, including causing its appropriate officers to attend and participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter, if and as applicable, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements;
(viii) make available at reasonable times for inspection by any Inspector all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the Company’s independent registered public accounting firm, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (z) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each Inspector agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, promptly give notice to the occurrence Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. In the event that the Company is unsuccessful in preventing the disclosure of such Records, such Inspector agrees that it shall furnish only such portion of those Records that it is advised by counsel is legally required and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to those Records;
(ix) if such sale is pursuant to an underwritten public offering, obtain a “cold comfort” letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent registered public accounting firm in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(x) furnish, at the request of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of any counsel representing the Company for the purposes of such withdrawalregistration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(hxi) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen months after the effective date of the Registration Statement, an earnings statement covering a period of twelve months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated under the Securities Act;
(xii) cause all such Registrable Securities any shares of Common Stock included in the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are Common Stock is then listed; provided, provided that the applicable listing requirements are satisfied;
(ixiii) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(kxiv) cooperate cause the Registrable Securities covered by such Registration Statement to be registered with the Designated Holders or approved by such other governmental agencies or authorities, as may be reasonably necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Shares Securities to facilitate consummate the timely preparation and delivery disposition of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may requestSecurities;
(lxv) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers a transfer agent and registrar for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent a CUSIP number for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; andSecurities;
(mxvi) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyhereby and reasonably cooperate with the holders or underwriters (in the case of an underwritten offering) of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto;
(xvii) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission; and
(xviii) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby).
Appears in 2 contracts
Samples: Registration Rights Agreement (Ply Gem Holdings Inc), Registration Rights Agreement (Ply Gem Holdings Inc)
Obligations of the Company. Whenever registration of Registrable Securities is has been requested or required or requested pursuant to this AgreementSection 3, Section 4 or Section 5, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall:
(i) as expeditiously as possible, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any cause such requestRegistration Statement to become effective; provided, the Company shallhowever, as expeditiously as possible:
that (ax) before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securities(including, without limitation, any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide a single one firm of legal counsel selected by the Designated Holders Stockholders holding a majority of the Registrable Securities being registered in such registration (“HoldersDesignated Stockholders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the HoldersDesignated Stockholders’ Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(bii) as expeditiously as possible, prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty 120 days (180or, in the case of an S-3 Registration, three years from the effective date of the Registration Statement if such Registration Statement is filed pursuant to Rule 415 promulgated under the Securities Act (or any successor rule or regulation)) days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold (or, if such Registration Statement is an Automatic Shelf Registration Statement, on the third anniversary of the date of filing of such Automatic Shelf Registration Statement); and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) as expeditiously as possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus), any Prospectus filed under Rule 424 under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) as expeditiously as possible, register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d8(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly as expeditiously as possible following its actual knowledge thereof, notify each seller of Registrable Securities: (iA) when a prospectusProspectus, any prospectus Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (iiB) of any comments or request by the SEC Commission or any other federal or state Governmental Authority governmental authority for amendments or supplements to a Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (ivC) of the receipt by the Company 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 proceedings for such purpose; and (vD) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 ;
(vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) as expeditiously as possible, upon the occurrence of any event contemplated by clause (vSection 8(a)(v)(D) or, subject to Sections 3(a) and 5(c), the existence of Section 7.1(e)a Valid Business Reason, as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5, as the case may be) and take such other commercially reasonable actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities and shall provide all reasonable cooperation, including causing its appropriate officers to attend and participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter, if applicable, and causing counsel to the Company to deliver customary legal opinions in connection with any event contemplated such underwriting agreements;
(viii) make available at reasonable times for inspection by clauses any managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a Registration Statement, any attorney retained by any such managing underwriter or broker/dealer and Designated Stockholders’ Counsel (iiieach, an “Inspector” and collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the Company’s independent registered public accounting firm, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. In the event that the Company is unsuccessful in preventing the disclosure of such Records, such seller agrees that it shall furnish only portion of those Records which it is advised by counsel is legally required and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to those Records;
(hix) if such sale is pursuant to an underwritten offering, obtain a “cold comfort” letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent registered public accounting firm in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(x) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(xi) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixiii) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRANASD;
(kxiv) cooperate with the Designated Holders of the Registrable Shares use its commercially reasonable efforts to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for cause the Registrable Securities registered for resale under covered by such Registration StatementStatement to be registered with or approved by such other governmental agencies or authorities, as may be reasonably necessary by virtue of the business and provide operations of the transfer agent for Company to enable the seller or sellers of Registrable Shares one or more certificates for Securities to consummate the disposition of such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanySecurities; and
(mxv) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyhereby and reasonably cooperate with the holders of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto;
(xvi) as expeditiously as possible and within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission; and
(xvii) as expeditiously as possible and within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby).
Appears in 2 contracts
Samples: Registration Rights Agreement (ExlService Holdings, Inc.), Registration Rights Agreement (ExlService Holdings, Inc.)
Obligations of the Company. Whenever required to effect the registration of any Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestpursuant thereto, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective (provided that before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single furnish to the counsel selected by the Designated Holders holding of a majority of the Registrable Securities being registered in covered by such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment on of such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s controlcounsel). The Company shall reasonably cooperate with Holders’ Counsel in performing not be required to file, cause to become effective or maintain the Company’s obligations effectiveness of any registration statement that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under this Agreement. The Company shall promptly notify the Holders’ Counsel and Securities Act.
(b) Notify each seller holder of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities effectiveness of each registration statement filed hereunder and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the a period specified in Section 3, and if of not so specified therein, the lesser of (i) one hundred and eighty (180) less than 180 days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;registration statement. Notwithstanding the foregoing, the Company shall file with the SEC such amendments and supplements to the registration statement, filed pursuant to Section 2.3(d) hereof and the prospectus used in -------------- connection therewith as may be necessary to keep such registration statement effective for so long as the Holders have disposed of the Registrable Securities covered by such registration statement or, if earlier, at such time, as the Holders could sell all of such Registrable Securities under Rule 144(k) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement.
(c) furnish Furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter the Holders such number of conformed copies of such Registration Statementregistration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) ), in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;them.
(d) Use its reasonable best efforts to register or and qualify the securities covered by such Registrable Securities registration statement under such other securities or “blue sky” Blue Sky laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may shall be reasonably necessary or advisable to enable any such seller to consummate requested by the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerHolders; provided, however, provided that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdiction;states or jurisdictions.
(e) promptly notify each seller of Registrable Securities: Enter into such customary agreements (iincluding underwriting agreements in customary form) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with and take all such other actions as the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness Holders of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any majority of the Registrable Securities for sale in any jurisdiction being sold or the initiation underwriters, if any, reasonably request in order to expedite or threatening facilitate the disposition of such Registrable Securities (including effecting a stock split, a combination of shares or other capitalization). Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
(f) Notify each Holder of Registrable Securities covered by such registration statement at any proceedings for such purpose; (v) time when a prospectus relating thereto is required to be delivered under the Securities Act of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus registration statement, as then in order thateffect, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such 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, misleading in the light of the circumstances under which they were madethen existing, not misleading; and (vi) determination by counsel and, at the request of any Holder, the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, shall prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery as thereafter delivered to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that misleading in the case of such 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 light of the circumstances under which they were made, not misleading;then existing.
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use Use its reasonable best efforts to promptly obtain furnish, on the withdrawal of any date that such order or suspension and shall immediately notify each seller of Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of any such withdrawal;date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.
(h) Use its best efforts to cause all such the Registrable Securities to be listed on each the American Stock Exchange or such other securities exchange or quotation system on which similar securities issued by the Company are Common Stock is then listed; provided, that the applicable listing requirements are satisfied;listed or quoted.
(i) keep Holders’ Counsel reasonably advised in writing as Take all other reasonable actions necessary to expedite and facilitate disposition of the Registrable Securities by the Holders thereof pursuant to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;Statement.
(j) provide reasonable cooperation to each Make available for inspection by any seller of Registrable Securities and each Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
(k) Use its best efforts to comply with all applicable rules and regulations of the SEC.
(l) Permit any Holder, which Holder, based upon the opinion of such Holder's counsel, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included.
(m) In the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Company shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order.
(n) Use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebySecurities.
Appears in 2 contracts
Samples: Registration Rights Agreement (LLR Equity Partners Lp), Registration Rights Agreement (Opinion Research Corp)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts is obligated by the provisions of this Agreement to effect the registration of such any Registrable Securities in accordance with under the intended method of distribution thereof, and in connection with any such requestSecurities Act, the Company shall, as expeditiously as possible:
(a) before filing a Subject to the provisions of Section 4.2, use its reasonable best efforts to cause the applicable Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesbecome effective as promptly as practicable, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such any amendments and supplements to such the Registration Statement and to the prospectus Prospectus used in connection therewith as may be necessary to keep such the Registration Statement and the Prospectus effective, current, and in compliance with the provisions of the Securities Act, during the periods when the Company is required by this Agreement to keep the Registration Statement effective for and current.
(b) Within a reasonable time not to exceed ten (10) Business Days prior to filing a Registration Statement or Prospectus or any amendment or supplement thereto (other than any amendment or supplement in the period specified in Section 3form of a filing that the Company makes pursuant to the Exchange Act), furnish to each Selling Stockholder and each underwriter, if not so specified thereinany, of the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy copies of such Registration Statement or Prospectus as is proposed to be filed, which documents will be subject to the reasonable review and thereafter comments of the Selling Stockholders (and their respective counsel) during such period, and the Company will not file any Registration Statement or any Prospectus or any amendment or supplement thereto containing any statements with respect to any Selling Stockholder or the distribution of the Registrable Securities to be included in such Registration Statement for sale by such Selling Stockholder if such Selling Stockholder reasonably objects in writing. Thereafter, the Company will furnish to each Selling Stockholder and each underwriter, if any, such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) Prospectus), and such other documents as such Selling Stockholder or prospectus as each such seller underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;Selling Stockholder.
(dc) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to After the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case filing of the Registration Statement, promptly notify each Selling Stockholder of the effectiveness thereof and of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it will not contain if entered and promptly notify each Selling Stockholder of the lifting or withdrawal of any untrue statement of such order.
(d) Immediately notify each Selling Stockholder holding Registrable Securities covered by the applicable Registration Statement at any time when a material fact or omit to state any material fact Prospectus relating thereto is required to be stated therein or necessary to make delivered under the statements therein not misleadingSecurities Act, and that in of (i) the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
Material Event exists or (fii) upon the occurrence of any an event contemplated by clause (v) requiring the preparation of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary Prospectus so that, after delivery as thereafter delivered to the purchasers of such Registrable Securities, in the case of the Registration Statement, it such Prospectus 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 not misleading, and that in the case of such prospectus, it will not contain any an 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 light of the circumstances under in which they were made, not misleading and promptly make available to such Selling Stockholder any such supplement or amendment, and subject to the provisions of this Agreement regarding the existence of a Material Event, the Company will promptly prepare and furnish to each such Selling Stockholder a supplement to or an amendment of such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus will not contain any untrue statement of 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;.
(ge) upon the occurrence of any event contemplated by clauses Enter into customary agreements (iiiincluding an underwriting agreement in customary form including customary indemnification provisions) or (iv) of Section 7.1(e), as promptly as practicable, use and perform its reasonable best efforts to promptly obtain the withdrawal of obligations under any such order or suspension agreements and shall immediately notify each seller of Registrable Securities of any take such withdrawal;
(h) cause all such Registrable Securities other actions as are reasonably required in order to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff expedite or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in facilitate the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;Securities.
(kf) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of Make available for inspection by any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under Selling Stockholder covered by such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in any underwriter selected by a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.Selling Stockholder pursuant to
Appears in 2 contracts
Samples: Registration Rights Agreement (Cornerstone Iv LLC), Registration Rights Agreement (Novatel Wireless Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to this AgreementSection 3, Section 4 or Section 5, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d8.1(d), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination the Company shall, if required by counsel rules and regulations of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e)relevant exchange or applicable securities law, as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(f) enter into and perform customary agreements (including an underwriting agreement in customary form with the Underwriter, if any) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter;
(g) upon make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders’ Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an “Inspector” and collectively, the occurrence “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibilities, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any event contemplated such Inspector in connection with such Registration Statement; provided, that records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by clauses the Inspectors (iiiand the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e)the information in such Records was known to the Inspectors prior to its disclosure by the Company from sources not subject to any confidentiality obligation to the Company with respect to such information or such information has been made generally available to the public; and provided, as promptly as practicablefurther, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify that each seller of Registrable Securities shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(h) if such sale is pursuant to an underwritten offering, obtain “cold comfort” letters, dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(i) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(j) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ik) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; providedunder Section 3, that the Company shall provide Holders’ Counsel with all correspondence with Staff Section 4 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 5 hereunder;
(jl) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Kingsoft Cloud Holdings LTD), Registration Rights Agreement (Kingsoft Cloud Holdings LTD)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSecurities, the Company shall, as expeditiously as reasonably possible:
(a) before filing Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective until the earlier of one-hundred twenty (120) days after the effective date of such registration statement or prospectus until the Holder or any amendments Holders have completed the distribution or supplements thereto relating to sale of such Registrable Securities; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the Company shall provide a single counsel selected by period the Designated Holders holding a majority Holder refrains, at the request of an underwriter of Common Shares (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) Form S-3 that are intended to be filed with the SECoffered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such documents being under one hundred twenty (120) day period shall be extended up to sixty (60) days, if necessary, to keep the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of registration statement effective until all such Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;are sold.
(b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such registration statement for the period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;subsection (a) above.
(c) furnish Furnish to each seller of Registrable Securities, prior Securities and to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter each underwriter such number of conformed copies of such Registration Statement, each amendment the registration statement and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (therein, including each preliminary prospectus and any summary prospectus) , in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned covered by such seller;registration statement.
(d) Use commercially reasonable efforts to register or and qualify the securities covered by such Registrable Securities registration statement under such other securities or “blue sky” sky laws of such jurisdictions as any seller the sellers of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdictionSecurities, or for as long as any such seller in the case of an underwritten public offering, the managing underwriter, reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellershall request; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as in such jurisdiction, subject itself to taxation in such jurisdiction or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdiction;states or jurisdictions unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.
(e) promptly notify 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 underwriters) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
(f) Notify each seller Holder of Registrable Securities: (i) Securities covered by such registration statement at any time when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment relating thereto is required to a Registration Statement (but only if relating to Registrable Securities) has been filed with be delivered under the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Securities Act of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus registration statement, as then in order thateffect, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that misleading in the case light of the circumstances then existing. The Company will use commercially reasonable efforts to amend or supplement such prospectus, it will prospectus in order to cause such prospectus not contain to include 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that misleading in the case of such 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 light of the circumstances under which they were made, not misleading;then existing.
(g) upon Furnish, on the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any date that such order or suspension and shall immediately notify each seller of Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of any such withdrawal;date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.
(h) cause Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; providedprovided that in the case of a registration effected pursuant to Section 2.2 above, that which registration constitutes the applicable listing requirements are satisfied;Initial Offering, the Registrable Securities shall be listed on a national securities exchange.
(i) keep Holders’ Counsel reasonably advised Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in writing as to each case not later than the initiation and progress effective date of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;registration.
(j) provide reasonable cooperation Make available to each seller Holder of Registrable Securities and each covered by such registration statement, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the disposition of Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Registrable Securities and their respective counsel Holder, underwriter, attorney, accountant or agent in connection with any filings required to be made with the FINRA;such registration statement.
(k) cooperate Advise each Holder of Registrable Securities covered by such registration statement, promptly after the Company shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(l) Cooperate with the Designated Holders of Registrable Securities covered by such registration statement and the Registrable Shares managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing such Registrable Shares Securities to be delivered sold, such certificates to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders or the managing underwriters may request;
request at least two (l2) not later than the Required Effectiveness Date business days prior to any sale of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; andSecurities.
(m) take all other steps reasonably necessary Permit any Holder which Holder, in the sole and advisable to effect the registration exclusive judgment of the Registrable Securities contemplated herebyCompany’s Board of Directors would be deemed to be a controlling Person of the Company, to participate in good faith in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder should be included, subject to review by the Company and its counsel after consultation with such Holder.
Appears in 2 contracts
Samples: Investor Rights Agreement (Paylocity Holding Corp), Investor Rights Agreement (Paylocity Holding Corp)
Obligations of the Company. Whenever registration required under this Agreement to proceed with a Registration of any Registrable Securities is required Common or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestLitigation Shares, the Company shall, subject to the terms and conditions of this Agreement, use its best efforts to proceed as expeditiously as possiblereasonably possible to:
(a) Prepare and file with the Commission a Registration Statement with respect to such Registrable Common or Registrable Litigation Shares and use its best efforts to cause such Registration Statement to become effective; provided, however, that before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected will furnish to the Security Holders covered by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment to Securities Holders' counsel copies of any such Registration Statement or supplement thereto) Prospectus proposed to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;filed.
(b) prepare Prepare and file with the SEC Commission such amendments and supplements (including post-effective amendments) to such Registration Statement and supplements to the prospectus related Prospectus used in connection therewith as may be necessary with such Registration Statement, and otherwise use its best efforts, to keep the end that such Registration Statement reflects the plan of distribution of the securities registered thereunder that is included in the relevant Notice of Offering and is effective for until the period specified completion of the distribution contemplated by such Registration Statement or so long thereafter as a broker or dealer is required by law to deliver a Prospectus in Section 3, connection with the offer and if not so specified therein, sale of the lesser shares of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities Common or Registrable Litigation Shares covered by such Registration Statement have been sold and and/or as shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by be necessary so that neither such Registration Statement during such period in accordance with nor the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company related Prospectus shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and so that such Registration Statement and the related Prospectus will otherwise comply with all applicable legal and regulatory requirements. The Company shall not be deemed to have effected a Registration for any purpose under this Agreement unless and until such Registration Statement is declared effective by the Commission.
(c) Provide to any Securities Holder requesting to include Registrable Common or Registrable Litigation Shares in such Registration Statement and any managing underwriter(s) participating in any distribution thereof and to any attorney, accountant or other agent retained by such Securities Holder or managing underwriter(s), reasonable access to appropriate officers and directors of the Company, its independent auditors and counsel to ask questions and to obtain information (including any financial and other records and pertinent corporate documents) reasonably requested by any such Securities Holder, managing underwriter(s), attorney, accountant or other agent in connection with such Registration Statement or any amendment thereto, provided, however, that (i) in connection with any such access or request, any such requesting Persons shall cooperate to the extent reasonably practicable to minimize any disruption to the operation by the Company of its business and (ii) any records, information or documents shall be kept confidential by such requesting Persons, unless (i) such records, information or documents are in the public domain or otherwise publicly available or (ii) disclosure of such records, information or documents is required by court or administrative order or by applicable law (including, without limitation, the Securities Act).
(d) Furnish at the Company's expense to the participating Securities Holders and any managing underwriter(s) and to any attorney, accountant or other agent retained by such Securities Holder or managing underwriter(s), such number of copies of any Registration Statement and Prospectus, including any Preliminary Prospectus, in conformity with the requirements of the Securities Act, and that such other documents as they may reasonably request in order to facilitate the case disposition of the shares of Registrable Common or Registrable Litigation Shares owned by them.
(e) Prior to any Public Sale Event, use its best efforts to register and qualify the securities covered by such Registration Statement (to the extent exemptions are not available) under securities or "Blue Sky" laws of such prospectus, it will not contain any untrue statement of a material fact other jurisdictions as shall be reasonably requested by the Securities Holders or omit the managing underwriter(s) and to state any material fact keep each such registration or qualification effective during the period required for such Public Sale Event to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingconsummated; and (vi) determination by counsel of provided that the Company that shall not be required in connection therewith or as a post-effective amendment condition thereto to qualify to do business or to file a Registration Statement relating general consent to Registrable Securities is advisable;service of process in any such states or jurisdictions in which it has not already done so.
(f) upon Enter into and perform its obligations under a Purchase Agreement, if the occurrence of any event contemplated by clause (voffering is an underwritten offering, in usual and customary form, with the managing underwriter(s) of Section 7.1(e)such underwritten offering; provided, however, that each Securities Holder participating in such Public Sale Event shall also enter into and perform its obligations under such Purchase Agreement so long as promptly as practicable, prepare such obligations are usual and customary obligations of selling stockholders in a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;registered public offering.
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use Use its reasonable best efforts to promptly obtain cause the withdrawal of any such order Registrable Common or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities Litigation Shares covered by the Registration Statement to be listed on each national securities exchange in the United States on which similar securities issued the Common Stock is then listed or quoted on each inter-dealer quotation system on which the Common Stock is then quoted.
(h) Provide for or designate a transfer agent and registrar (which may be the same entity) for the Registrable Common or Registrable Litigation Shares covered by the Company are then listed; provided, that Registration Statement from and after the applicable listing requirements are satisfied;effective date of such Registration Statement.
(i) keep Holders’ Counsel reasonably advised in writing as to Cooperate with the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller selling Securities Holders of Registrable Securities Common and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares managing underwriters to facilitate the timely preparation issuance and delivery to any underwriters to which any Securities Holder may sell Registrable Common in such offering certificates evidencing shares of certificates representing such the Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of Common not bearing any restrictive legends and in such denominations and registered in such names as such Designated Holders the managing underwriters may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Washington Mutual Inc), Registration Rights Agreement (Crandall J Taylor)
Obligations of the Company. Whenever registration The Company agrees that, if requested by the lead Underwriter or Underwriters in any Underwritten Offering of Registrable Securities is required or requested pursuant to contemplated by this Agreement, it will enter into (and will use its reasonable best efforts to cause each of its directors and executive officers to enter into) a customary “lock-up” agreement pursuant to which the Company shall use its commercially reasonable efforts (or such director or executive officer) will agree not to, directly or indirectly, sell, offer to effect sell, grant any option for the registration of such Registrable Securities in accordance with the intended method of distribution thereofsale of, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities otherwise dispose of any stop order issued AVB Common Shares or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry securities convertible into or exchangeable or exercisable for AVB Common Shares for a period of such stop order or to remove it if entered;
thirty (b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (18030) days and (ii) or such shorter period to which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of LBHI Group is subject) from the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy pricing date of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerUnderwritten Offering; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity any such “lock-up” agreement shall not prohibit or in any jurisdiction where it would not way restrict the Company from, directly or indirectly, selling, offering to sell, granting any option for the sale of, or otherwise be required to qualify but disposing of (A) any Qualifying Employee Stock (or otherwise maintaining its employee benefits plans in the ordinary course of business) or (B) AVB Common Shares upon the redemption or exchange of any securities redeemable or exchangeable for this Section 7.1(dAVB Common Shares (including the redemption of any units of Upper Falls Limited Partnership), or (ii) consent any restrictions on the Company’s ability to general service file registration statements with the SEC shall not apply to the filing and effectiveness of process in any such jurisdiction;
(e) promptly notify each seller amendments to the Company’s existing resale registration statements or the addition of Registrable Securities: (i) when a prospectusany subsidiary guarantor registrants thereto, as applicable, any prospectus supplementshelf registration statements relating to existing employee or director compensation-related plans or distribution reinvestment plans, a Registration Statement or a post-effective amendment new universal shelf registration statement, provided that the securities registered under such new universal shelf registration statement shall remain subject to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities)lockup provisions; (iii) any restrictions on the ability of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel Affiliates of the Company that a post-effective amendment to a Registration Statement enter into transactions relating to Registrable Securities is advisable;
the Company’s securities shall not apply to (fA) upon transfers by gift, will or intestacy so long as the occurrence transferee delivers a similar lock-up, (B) transfers or sales pursuant to contracts, instructions or plans to transfer AVB Common Shares pursuant to Rule 10b5-1 existing on the date of any event contemplated by clause (v) of Section 7.1(e)the applicable underwriting agreement, as promptly as practicable, prepare a supplement, or the amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal replacement of any such order contract, instruction or suspension plan so long as the number of AVB Common Shares subject thereto is not increased, and shall immediately notify each seller the exercise of Registrable Securities options in connection therewith, and (C) the withholding of any such withdrawal;
(h) cause all such Registrable Securities securities to be listed on each securities exchange on which similar securities issued pay taxes upon the vesting of certain equity awards granted by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Avalonbay Communities Inc), Registration Rights Agreement (Avalonbay Communities Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to this AgreementSection 3, Section 4 or Section 5, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d8.1(d), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination the Company shall, if required by counsel rules and regulations of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e)relevant exchange or applicable securities law, as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(f) enter into and perform customary agreements (including an underwriting agreement in customary form with the Underwriter, if any) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter;
(g) upon make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders’ Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an “Inspector” and collectively, the occurrence “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibilities, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any event contemplated such Inspector in connection with such Registration Statement; provided, that Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by clauses the Inspectors (iiiand the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e)the information in such Records was known to the Inspectors prior to its disclosure by the Company from sources not subject to any confidentiality obligation to the Company with respect to such information or such information has been made generally available to the public; and provided, as promptly as practicablefurther, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify that each seller of Registrable Securities shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(h) if such sale is pursuant to an underwritten offering, obtain “cold comfort” letters, dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(i) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(j) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ik) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; providedunder Section 3, that the Company shall provide Holders’ Counsel with all correspondence with Staff Section 4 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 5 hereunder;
(jl) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sky Solar Holdings, Ltd.), Registration Rights Agreement (Sky Solar Holdings, Ltd.)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to this AgreementSection 3 or Section 4 hereof, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof, thereof and the following provisions shall apply in connection with any such request, the Company shall, as expeditiously as possibletherewith:
(ai) before filing No Holder shall be entitled to be named as a selling securityholder in Resale Shelf Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority as of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate time of its initial effectiveness or at any time thereafter, and appropriate opportunity no Holder shall be entitled to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with use the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller Prospectus for resales of Registrable Securities of at any stop order issued or threatened time, unless such Holder has become and “Electing Holder” by returning a duly completed and signed Notice and Questionnaire to the Company by the SEC relating to Registrable Securities deadline for response set forth therein and take all actions required to prevent has provided any other information reasonably requested in writing by the entry of such stop order or to remove it if entered;Company.
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) Each Electing Holder agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by such shorter period which will terminate when all holder not materially misleading and any other information regarding such holder and the distribution of such holder’s Registrable Securities covered by such Registration Statement have been sold and shall comply with as the provisions of the Securities Act with respect Company may from time to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may time reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;writing.
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Each Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company or of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening occurrence of any event (including the passage of time) in either case as a result of which the Company has knowledge which makes any statement of a material fact in Prospectus relating to such Registration Statement registration contains or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any an untrue statement of a material fact regarding such Electing Holder or omit such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company (i) any additional information required to correct and update any previously furnished information or required so that in such Prospectus shall not contain, with respect to such Electing Holder or the case disposition of such prospectusRegistrable Securities, it will not contain any an 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, misleading and that in (ii) any other information regarding such Electing Holder and the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition distribution of such Registrable Securities and their respective counsel in connection with any filings as may be required to be made with disclosed in the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee Shelf Registration Statement under applicable law or pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyCommission comments.
Appears in 2 contracts
Samples: Registration Rights Agreement (Us Concrete Inc), Subscription Agreement (Us Concrete Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or 4 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as prac ticable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the SEC (in any event not later than sixty (60) Business Days after receipt of a request to file a registration statement with respect to Registrable Securities) a registration statement on any form on which registration is requested for which the Company then qualifies, which counsel for the Company and Holders' Counsel shall deem appropriate and which shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective; provided, however, that before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall (A) provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) ' Counsel with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The Company shall reasonably cooperate with review of Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly ' Counsel, and (B) notify the Holders’ ' Counsel and each seller of Registrable Securities pursuant to such registration statement of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such Registration Statement during registration statement until the earlier of (a) such period time as all of such Registrable Securities and other securities have been disposed of in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement and (b) 180 days after the effective date of such registration statement, except with respect to any such registration statement filed pursuant to Rule 415 (or any successor Rule) under the Act if the Company is eligible to file a registration statement on Form S-3, in which case such period shall be two (2) years;
(ciii) as soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securitiesregistration statement, at least one executed copy copies of such Registration Statement registration statement as it is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementregis tration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” sky laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in each such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d5(a)(iv), (B) subject itself to taxation in any such jurisdiction or (iiC) consent to general service of process in any such jurisdiction;
(ev) promptly use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities;
(vi) notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such registration statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each such seller a reasonable number of any changes copies of a supplement to or amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence of any event contemplated by clauses (iii) Approved Underwriter or (iv) of Company Underwriter, if any, selected as provided in Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order 3 or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed4; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel underwriting agreement, if any, shall be reasonably advised satisfactory in writing as form and substance to the initiation Company) and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff take such other actions as are reasonably required in order to expedite or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in facilitate the disposition of such Registrable Securities Securities;
(viii) make available for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, Holders' Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "INSPECTOR" and, collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and any subsidiaries thereof as may be in existence at such time (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their respective counsel due diligence responsibility, and cause the Company's and any subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with any filings required such registration statement; provided, that such Inspector agrees to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing keep all such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyinformation confidential.
Appears in 2 contracts
Samples: Registration Rights Agreement (Three Cities Fund Ii Lp), Registration Rights Agreement (Terfin International LTD)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to ARTICLE III or ARTICLE IV of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (disregarding any Registrable Securities of the Advisor) (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject provided, that in no event shall such review period be required to such documents being under the Company’s controlbe more than ten (10) days. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take use all actions required best efforts to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep such Registration Statement effective for the period specified in Section 3such ARTICLE III, or with respect to ARTICLE IV and if not so specified therein, the lesser of (iA) one hundred and eighty (180) days and (iiB) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6.1(d), (B) subject itself to taxation in any such jurisdiction or (iiC) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e6.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;.
(g) upon Upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e6.1(e), as promptly as practicable, the Company shall use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA; provided, that the Company shall not be required to incur material expenses or obligations in connection with its obligations under this Section 6.1(j);
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, the Company shall provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Jamba, Inc.), Securities Purchase Agreement (Jamba, Inc.)
Obligations of the Company. Whenever registration of Registrable Securities the Company is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities in accordance with under the intended method Securities Act pursuant to Section 2 of distribution thereof, and in connection with any such requestthis Agreement, the Company shall, as expeditiously as possible:
(a) prepare and file with the SEC (promptly, and in any event within 60 days after receipt of a request to register Registrable Securities) the requisite Registration Statement to effect such registration, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective (provided, that the Company may discontinue any registration of its securities that are not Registrable Securities, and, under the circumstances specified in Sections 2.2 or 2.7, its securities that are Registrable Securities); provided, however, that before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, or comparable statements under securities or blue sky laws of any U.S. jurisdiction, the Company shall (i) provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) Stockholders' Counsel with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement and each prospectus Prospectus included therein (and each amendment or supplement theretothereto or comparable statement) to be filed with the SEC, which documents shall be subject to the review and comment of Stockholders' Counsel, and (ii) not file any such documents being under the Company’s control. The Company shall reasonably cooperate Registration Statement or Prospectus (or amendment or supplement thereto or comparable statement) with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable which Stockholder's Counsel, any selling Stockholder shall have reasonably objected on the grounds that such filing does not comply in all material respects with the requirements of the Securities and take all actions required to prevent Act or of the entry of such stop order rules or to remove it if enteredregulations thereunder;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective for the period specified in Section 3effective, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such Registration Statement during Statement, in each case until such period time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the sellers seller(s) thereof set forth in such Registration StatementStatement or 180 days, whichever is shorter; provided, that with respect to any Shelf Registration, such period need not extend beyond the time period provided in Section 2.3, and which periods, in any event, shall terminate when all Registrable Securities covered by such Registration Statement have been sold (but not before the expiration of the 90 day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable);
(c) furnish furnish, without charge, to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy selling Stockholder of such Registrable Securities and each Underwriter, if any, of the securities covered by such Registration Statement as is proposed to be filedStatement, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus) in conformity with the requirements of the Securities Act, as such selling Stockholder and any summary prospectus) and such other documents or prospectus as each such seller Underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerselling Stockholder (the Company hereby consenting (subject only to the provisions of subparagraph (f) below to the use in accordance with applicable law of each such Registration Statement (or amendment or posteffective amendment thereto) and each such Prospectus (or preliminary prospectus or supplement thereto) by each such selling Stockholder of Registrable Securities and the Underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Registration Statement or Prospectus);
(d) prior to any public offering of Registrable Securities, use its commercially reasonable efforts to register or qualify such all Registrable Securities under such other securities or “blue sky” sky laws of such U.S. jurisdictions as any seller selling Stockholder of Registrable Securities covered by such Registration Statement or the sole or lead managing Underwriter, if any, may reasonably request, request to enable such selling Stockholder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such selling Stockholder and to continue such registration or qualification in effect in each such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, Registration Statement remains in effect (including through new filings or for as long as any such seller reasonably requests amendments or until all of such Registrable Securities are sold, whichever is shortestrenewals), and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller selling Stockholder to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerselling Stockholder; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d4.1(d), (ii) subject itself to taxation in any such jurisdiction, or (iiiii) consent to general service of process in any such jurisdiction;
(e) [intentionally omitted]
(f) promptly notify Stockholders' Counsel, each seller of Stockholder owning Registrable SecuritiesSecurities covered by such Registration Statement and the sole or lead managing Underwriter, if any: (i) when a prospectusthe Registration Statement, any preeffective amendment, the Prospectus or any prospectus supplement, a supplement related thereto or posteffective amendment to the Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a the Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)posteffective amendment, when the same has become effective; , (ii) of any comments or request by the SEC or any other federal state securities or state Governmental Authority blue sky authority for amendments or supplements to a the Registration Statement or the Prospectus related prospectus thereto or for additional information (but only if relating to Registrable Securities); information, (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a the Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening threat of any proceedings for that purpose; , (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in under the securities or blue sky laws of any jurisdiction or the initiation or threatening of any proceedings proceeding for such purpose; , (v) of the existence of any fact of which the Company becomes aware or the happening of any event which results in (including A) the passage of time) of which the Company has knowledge which makes any Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading, or (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of the circumstances under which they were made, not misleading, (vi) if at any time the representations and warranties contemplated by Section 2.5(b) cease to be true and correct in all material respects, and (vii) of the Company's reasonable determination that a posteffective amendment to a Registration Statement would be appropriate or that there exists circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and posteffective amendment; and, if the notification relates to an event described in any of the clauses (ii) through (vii) of this Section 4.1(f), the Company shall promptly prepare a supplement or posteffective amendment to such Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of file any changes to the other required document so that (1) such Registration Statement or prospectus in order that, in the case of the Registration Statement, it will shall not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in (2) as thereafter delivered to the case purchasers of the Registrable Securities being sold thereunder, such prospectus, it will Prospectus shall not contain any include an 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were mademade not misleading (and shall furnish to each such Stockholder and each Underwriter, not misleadingif any, a reasonable number of copies of such Prospectus so supplemented or amended); and if the notification relates to an event described in clause (iii) of this Section 4.1(f), the Company shall take all reasonable action required to prevent the entry of such stop order or to remove it if entered;
(g) upon make available for inspection by any selling Stockholder of Registrable Securities, any sole or lead managing Underwriter participating in any disposition pursuant to such Registration Statement, Stockholders' Counsel and any attorney retained by any such seller or any Underwriter (each, an "Inspector" and, collectively, the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e"Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and any subsidiaries thereof as promptly may be in existence at such time (collectively, the "Records") as practicableshall be necessary, use its in the opinion of such Stockholders' and such Underwriters' respective counsel, to enable them to exercise their due diligence responsibility and to conduct a reasonable best efforts investigation within the meaning of the Securities Act, and cause the Company's and any subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to promptly obtain the withdrawal of supply all information reasonably requested by any such order or suspension and shall immediately notify each seller of Registrable Securities of any Inspectors in connection with such withdrawalRegistration Statement;
(h) in the event of an Underwritten Offering, obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants who have certified the Company's financial statements included or incorporated by reference in such Registration Statement, in each case dated the effective date of such Registration Statement (and if such registration involves an Underwritten Offering, dated the date of the closing under the underwriting agreement), in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the sole or lead managing Underwriter, if any, and furnish to each Underwriter, if any, a copy of such opinion and letter addressed to such Underwriter;
(i) provide a CUSIP number for all Registrable Securities and provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such Registration Statement not later than the effectiveness of such Registration Statement;
(j) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and any other governmental agency or authority having jurisdiction over the offering, and make available to its security holders, as soon as reasonably practicable but no later than 90 days after the end of any 12-month period, an earnings statement (i) commencing at the end of any month in which Registrable Securities are sold to Underwriters in an Underwritten Offering and (ii) commencing with the first day of the Company's calendar month next succeeding each sale of Registrable Securities after the effective date of a Registration Statement, which statement shall cover such 12-month periods, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) if so requested by the Majority Stockholders of the Registration, use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company Common Shares are then listed; provided, that the applicable listing requirements are satisfied;
(il) keep Holders’ Counsel each selling Stockholder of Registrable Securities reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required under Section 2 hereunder;
(jm) enter into and perform customary agreements (including, if applicable, an underwriting agreement in customary form) and provide reasonable cooperation to officers' certificates and other customary closing documents;
(n) cooperate with each seller selling Stockholder of Registrable Securities and each underwriter Underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRANASD;
(ko) [intentionally omitted]
(p) cooperate with the Designated Holders selling Stockholders of Registrable Securities and the Registrable Shares sole or lead managing Underwriter, if any, to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names as such Designated Holders may requestin accordance with the underwriting agreement prior to any sale of Registrable Securities to the Underwriters or, if not an Underwritten Offering, in accordance with the instructions of the selling Stockholders of Registrable Securities at least three business days prior to any sale of Registrable Securities;
(lq) not later than if requested by the Required Effectiveness Date sole or lead managing Underwriter or any selling Stockholder of any Registration StatementRegistrable Securities, provide CUSIP numbers for as promptly as practicable incorporate in a prospectus supplement or posteffective amendment such information concerning such selling Stockholder of Registrable Securities, the Underwriters or the intended method of distribution as the sole or lead managing Underwriter or the selling Stockholder of Registrable Securities reasonably requests to be included therein and as is appropriate in the reasonable judgment of the Company, including, without limitation, information with respect to the number of shares of the Registrable Securities registered for resale under being sold to the Underwriters, the purchase price being paid therefor by such Registration Statement, Underwriters and provide with respect to any other terms of the transfer agent for Underwritten Offering of the Registrable Shares one Securities to be sold in such offering; make all required filings of such Prospectus supplement or more certificates for posteffective amendment as soon as notified of the matters to be incorporated in such Prospectus supplement or posteffective amendment; and supplement or make amendments to any Registration Statement if requested by the sole or lead managing Underwriter of such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanySecurities; and
(mr) use all commercially reasonable efforts to take all other steps reasonably necessary and advisable to effect expedite or facilitate the registration and disposition of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Insignia Financial Group Inc /De/)
Obligations of the Company. Whenever registration of Registrable Securities If and whenever the Company is required or requested pursuant to this Agreement, by the Company shall use its commercially reasonable efforts provisions hereof to effect or cause the registration of such any Registrable Securities in accordance with under the intended method of distribution thereof, and in connection with any such requestSecurities Act as provided herein, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC within the timeframe specified in Section 2, a Registration Statement with respect to such amendments Registrable Securities (the “Filing Date”), and supplements to cause such Registration Statement and to become effective within 40 days after the prospectus used in connection therewith as may be necessary Filing Date if the Staff of the SEC indicates to keep the Company that such Registration Statement effective for will be subject to a “limited” review, or within 60 days after the period specified in Section 3Filing Date if the Staff of the SEC indicates to the Company that such Registration Statement will be subject to a “full” review, and if not so specified therein, to remain effective until the lesser sale or other disposition of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement has occurred during such period in accordance with the intended methods of disposition by the sellers thereof Investors set forth in such Registration Statement (the “Effectiveness Period”), provided that before filing a Registration Statement or any amendment or supplement thereto, the Company will at least three Trading Days prior to making any such filing furnish to each Investor a copy of the Registration Statement, as amended if applicable and any response letter or other correspondence to the Staff of the SEC proposed to be filed or submitted, and provide each Investor with a reasonable opportunity to review and provide comments or input on such Registration Statement and response letter or other correspondence, and address such comments or input so received from each Investor in good faith, prior to filing or submitting such documents. Notwithstanding anything to the contrary set forth herein, each Investor shall have the ability to approve, prior to filing or submission of any of the foregoing materials, any disclosure or communication with the SEC which directly relates to the Investors and the sale of Registrable Securities. Notwithstanding the above 40-day period, if the Staff of the SEC indicates to the Company that an applicable Registration Statement will not be reviewed, the Company shall promptly, but in no event later than two Trading Days thereafter, cause such Registration Statement to become effective;
(b) subject to complying with Section 3(a), prepare and file with the SEC such amendments to any such Registration Statement (including post-effective amendments) and supplements to the prospectus included therein as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act during the Effectiveness Period;
(c) furnish to each seller Investor such number of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy copies of such Registration Statement as is proposed to be filed, and thereafter of each such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits theretoexhibits), such number of copies of the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) ), in conformity with the requirements of the Securities Act, and such other documents or prospectus documents, as each such seller Investor may reasonably request request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerthe Investors;
(d) register or qualify make such Registrable Securities filings under such other the securities or “blue sky” sky laws of such jurisdictions states or commonwealths as any seller of Registrable Securities Investor may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable request to enable any such seller each Investor to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdictionsale;
(e) promptly notify each seller of Registrable Securities: (i) the Investors at any time when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to their Registrable Securities) has been filed with Securities is required to be delivered under the SECSecurities Act, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by Company’s becoming aware that the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, included in the case of the related Registration Statement, it will not contain any as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing, and that in promptly prepare and furnish to the case Investors a reasonable number of copies of a prospectus supplement or amendment so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus, it will as supplemented or amended, shall not contain any include an 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that misleading in the case of such 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 light of the circumstances under then existing. In such event, the Company shall file a Form 8-K or amended prospectus or prospectus supplement within four Trading Days in order to permit the Holder to be able to sell the Registrable Securities, which they were made, not misleadingshall prior to filing first be provided to each Investor with a reasonable opportunity to review and provide comments and input;
(f) otherwise comply with all applicable rules and regulations of the SEC and to perform its obligations hereunder;
(g) upon cause the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawalto continue to be listed on the Principal Market;
(h) cause provide a transfer agent for all such Registrable Securities to be listed on each securities exchange on which similar securities issued by and promptly pay all fees and costs of the Company are then listed; provided, that the applicable listing requirements are satisfiedtransfer agent;
(i) keep Holders’ Counsel reasonably advised provide a CUSIP number for all Registrable Securities, in writing as to each case not later than the initiation and progress effective date of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any applicable Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunderStatement;
(j) provide reasonable cooperation notify the Investors of any stop order threatened or issued by the SEC and take all actions reasonably necessary to each seller of Registrable Securities and each underwriter participating in prevent the disposition entry of such Registrable Securities and their respective counsel in connection with any filings required stop order or to be made with the FINRA;remove it if entered; and
(k) cooperate promptly email each Investor copies of all comment letters, response letters and other communications from and with the Designated Holders Staff of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant SEC, file an amendment to a Registration StatementStatement within five Trading Days, which certificates shall be free subject to extension upon consent of any restrictive legends and in such denominations and registered in such names the Collateral Agent, as such Designated Holders may request;
term is defined in the Security agreement by and among the parties to this Agreement and dated the date of this Agreement (l) which consent shall not later than be unreasonably withheld), after receipt of a comment letter or oral comments, and request acceleration of the Required Effectiveness Date effectiveness of the Registration Statement within two Trading Days after the Company or its counsel has been advised that the Staff of the SEC will not review or has no further comments thereon. For purposes of this Agreement, any requirement on the part of the Company to provide, furnish copies of, notify and give an opportunity to provide comments or input regarding the Registration Statement, provide CUSIP numbers for amendments, supplements, correspondence or other documents and communications to or with the Registrable Securities registered for resale under SEC relating to the Registration Statement or otherwise contemplated by this Agreement to an “Investor” shall be deemed to include such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable SharesInvestor’s legal counsel, in a form eligible addition to the Investor itself. A failure to comply with Sections 2, 3 (except for deposit with the Depository Trust Company; and
(mSection 3(k) take all other steps reasonably necessary or 4 of this Agreement and advisable to effect the registration Section 4.18 of the Registrable Securities contemplated herebyPurchase Agreement shall be deemed to be an Event of Default under the Notes.
Appears in 1 contract
Samples: Registration Rights Agreement (Trio Petroleum Corp.)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or Section 4 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
: (ai) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under and (y) the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
; (bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold; and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
; (ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
; (div) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.24
Appears in 1 contract
Samples: Registration Rights Agreement (Eos International Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3, Section 4 or Section 5 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) use its best efforts to prepare and file with the SEC a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such Registration Statement to become effective; PROVIDED, HOWEVER, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") and any other Inspector (as defined below) with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The review of Holders' Counsel, and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) as soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy copies of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly use its best efforts to cause the Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;
(vi) notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such Registration Statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each seller a reasonable number of any changes copies of a supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(viii) make available for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by clauses any such seller or any managing underwriter (iiieach, an "Inspector" and collectively, the "Inspec- tors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hix) if such sale is pursuant to an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably request;
(x) use its best efforts to furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller may reasonably request and are customarily included in such opinions;
(xi) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, PROVIDED that the applicable listing requirements are satisfied;
(ixiii) keep Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; providedunder Section 3, that the Company shall provide Holders’ Counsel with all correspondence with Staff Section 4 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 5 hereunder;
(jxiv) provide reasonable cooperation to a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
(xv) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
National Association of Securities Dealers, Inc. (k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company"NASD"); and
(mxvi) use best efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Exe Technologies Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 of this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
i. use its reasonable efforts to prepare and file with the SEC a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Common Stock and such Registrable Securities in accordance with the intended method of distribution thereof, and use its reasonable efforts to cause such Registration Statement to become effective; provided, however, that (ax) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") and any other Inspector (as hereinafter defined) with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The review of Holders' Counsel, and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(b) ii. prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty three (1803) days months and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) iii. as soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy copies of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) iv. use its reasonable efforts to register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws lesser of (x) three (3) months and (y) such jurisdiction, or for as long as any such seller reasonably requests or until shorter period which will terminate when all of such Registrable Securities are covered by such Registration Statement have been sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d5(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment v. use its reasonable efforts to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of cause the Registrable Securities for sale in any jurisdiction covered by such Registration Statement to be registered with or the initiation approved by such other governmental agencies or threatening of any proceedings for such purpose; (v) authorities as may be necessary by virtue of the existence business and operations of any fact the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;
vi. upon discovery that, or upon the happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in a Registration Statement covering Registrable Securities contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require the making they were made, (x) promptly prepare a supplement or amendment to such prospectus and furnish to each seller of any changes Registrable Securities a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were mademade and (y) immediately prior to the preparation of such amendment or supplement to such prospectus, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of the anticipated preparation thereof;
vii. enter into and perform customary agreements (including an underwriting agreement in customary form with the Underwriter, if any) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
viii. make available for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by any such withdrawalseller or any managing underwriter (each, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (z) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
ix. if such sale is pursuant to an underwritten offering, use its reasonable efforts to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the Underwriter reasonably request;
x. use its reasonable efforts to furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller may reasonably request and are customarily included in such opinions;
xi. otherwise use its reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (h15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Act and Rule 158 thereunder;
xii. cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Optimark Technologies Inc)
Obligations of the Company. Whenever required under this Section 3 to effect the registration of any Registrable Securities is required or requested pursuant to this AgreementSecurities, the Company shall shall, as soon as reasonably practicable,
(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to effect cause such registration statement to become effective, and, upon the registration request of such Registrable Securities in accordance with the intended method Holders of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in thereunder, keep such registration statement effective for a period of up to one hundred twenty (“Holders’ Counsel”120) with an adequate and appropriate opportunity to review and comment on such days or, if earlier, until the distribution contemplated in the Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if enteredhas been completed;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement;
(c) furnish to each seller the Holders such numbers of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementa prospectus, each amendment and supplement thereto (including a preliminary prospectus, in each case including all exhibits thereto)conformity with the requirements of the Securities Act, the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerthem;
(d) register or qualify 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 of such Registrable Securities offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdictionan agreement;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities registered pursuant to this Agreement hereunder to be listed on a national securities exchange or trading system and each securities exchange and trading system on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(jf) provide reasonable cooperation to each seller of a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and each underwriter participating in the disposition of a CUSIP number for all such Registrable Securities and their respective counsel Securities, in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) each case not later than the Required Effectiveness Date effective date of such registration statement;
(g) use its reasonable commercial efforts to furnish, at the request of any Registration StatementHolder requesting registration of Registrable Securities pursuant to this Section 3, provide CUSIP numbers on the date on which such Registrable Securities are sold to the underwriter, (i) an opinion, dated such date, of the counsel representing the Company for the Registrable Securities registered for resale under purposes of such Registration Statementregistration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and provide (ii) a “comfort” letter dated such date, from the transfer agent for independent certified public accountants of the Registrable Shares one or more certificates for such Registrable SharesCompany, in a form eligible for deposit with and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyunderwriters, if any.
Appears in 1 contract
Samples: Registration Rights Agreement (Concho Resources Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its commercially reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(ml) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Ambow Education Holding Ltd.)
Obligations of the Company. Whenever In connection with the registration of Registrable Securities is required or requested pursuant to this AgreementSecurities, the Company shall:
(i) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall use its commercially reasonable efforts to effect deem appropriate and which form shall be available for the registration sale of such Registrable Securities in accordance with the intended method of distribution thereofdistribution, and in connection with any cause such requestRegistration Statement to become effective; provided , the Company shallhowever , as expeditiously as possible:
(a) that before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securities(including, the Company shall without limitation, any documents incorporated by reference therein), or before using any Free Writing Prospectus, provide a single one firm of legal counsel selected by the Designated Holders Shareholders holding a majority of the Registrable Securities being registered in such registration (“HoldersShareholder’ Counsel”), any managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a Registration Statement and any attorney retained by any such managing underwriter or broker/dealer (each, an “Inspector” and collectively, the “Inspectors”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the HoldersShareholders’ Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may shall be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (iix) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with (or, if such Registration Statement is an Automatic Shelf Registration Statement, on the provisions first anniversary of the Securities Act with respect to date of filing of such Automatic Shelf Registration Statement) or (y) the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementare no longer Registrable Securities;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus), any Prospectus filed under Rule 424 under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;; provided that the Company need not provide copies of exhibits to the Registration Statement.
(div) use its commercially reasonable efforts to expeditiously register or qualify such Registrable Securities under such other securities or “blue sky” laws of California and New York if required by the laws of such jurisdictions as any seller of Registrable Securities may reasonably requeststates, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are soldsold or are “covered securities” under the Securities Act, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerseller in such jurisdictions; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d3(b)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly following its actual knowledge thereof, notify each seller of Registrable Securities: (iA) when a prospectusProspectus, any prospectus Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (iiB) of any comments or request by the SEC or any other federal or state Governmental Authority Commission for amendments or supplements to a Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (ivC) of the receipt by the Company 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 proceedings for such purpose; and (vD) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 (vi) determination by counsel of , provided that the Company need not disclose any facts or events that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisablehave not bee publicly disclosed by the Company;
(fvi) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e3(b)(v)(D), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to to, or an amendment or post-effective amendment of of, such Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements and take such other actions as are reasonably required in order to facilitate the occurrence disposition of such Registrable Securities and shall provide all reasonable cooperation, including causing counsel to the Company to deliver customary legal opinions in connection with any event contemplated such underwriting agreements;
(viii) make available at reasonable times for inspection by clauses any Inspector all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (iiicollectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors, managers and employees, and the Company’s independent registered public accounting firm, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s reasonable judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, promptly give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hix) if such sale is pursuant to an underwritten offering, obtain a “cold comfort” letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent registered public accounting firm in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(x) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, may reasonably request and are customarily included in such opinions;
(xi) cause all such Registrable Securities any Shares included in the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company Shares are then listed; provided, that . The Company shall pay all fees and expenses in connection with satisfying its obligation to list such Shares.
(xii) make all required filings of all Prospectuses and Free Writing Prospectuses with the applicable listing requirements are satisfiedCommission;
(ixiii) keep Holders’ Counsel reasonably advised make all required filing fee payments in writing as to the initiation and progress respect of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
Prospectus used under this Agreement (j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyoffering covered thereby); and
(mxiv) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Obligations of the Company. Whenever the Stockholder requests the registration of any Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable best efforts to effect register and to permit the registration sale of such the Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesdisposition. To carry out this obligation, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration as expeditiously as practicable:
(“Holders’ Counsel”1) with an adequate prepare and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed file with the SEC, subject SEC a registration statement on the appropriate form and use commercially reasonable efforts to such documents being under cause the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly registration statement to become effective;
(2) immediately notify the Holders’ Counsel and each seller of Registrable Securities Stockholder of any stop order threatened or issued or threatened by the SEC relating to Registrable Securities and take all actions reasonably required to prevent the entry of such a stop order or if entered to remove have it if enteredrescinded or otherwise removed;
(b3) prepare and file with the SEC such amendments and supplements to such Registration Statement the registration statement and the corresponding prospectus used in connection therewith as may be necessary to keep such Registration Statement the registration statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one one-hundred and eighty (180) days and (ii) or such shorter period which will terminate when as may be required to sell all Registrable Securities covered by such Registration Statement have been sold the registration statement; and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement the registration statement during such period in accordance with the sellers' intended methods of disposition by the sellers thereof as set forth in such Registration Statementthe registration statement;
(c4) furnish to each seller of Registrable Securities, prior to filing the Stockholder a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such sufficient number of conformed copies of such Registration Statementthe registration statement, each amendment and supplement thereto (in each case including all exhibits theretoexhibits), the corresponding prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) ), and such other documents or prospectus as each such seller the Stockholder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerSecurities;
(d5) use its best efforts to register or qualify such the Registrable Securities under such other securities or “blue sky” sky laws of such jurisdictions in the United States of America as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably Stockholder requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other reasonable acts and things which that may be reasonably necessary or advisable to enable any such seller the Stockholder to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by in such sellerjurisdiction; provided, however, that the Company shall not be required obligated to (i) qualify generally as a foreign corporation to do business as a foreign entity in under the laws of any jurisdiction where in which it would is not otherwise be required then qualified or to qualify but for this Section 7.1(d), or (ii) file any general consent to general service of process in any such jurisdictionprocess;
(e6) promptly notify each seller of Registrable Securities: (i) the Stockholder, at any time when a prospectusprospectus is required to be delivered under the Securities Act, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.material
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Article III, Article IV, Article V or Article VI of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possiblereasonably practicable:
(a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 180 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold; and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify the offer and sale of such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(f) enter into and perform customary agreements (including an underwriting agreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in Article III, Article IV or Article V, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter;
(g) upon make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders’ Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an “Inspector” and collectively, the occurrence “Inspectors”) (provided that the Designated Holders shall cooperate with each other to minimize, to the extent practicable, the number of such attorneys, accountants and other agents who are Inspectors so as not to unduly interfere with the day-to-day operations of the Company and its subsidiaries) all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any event contemplated such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by clauses the Inspectors (iiiand the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(h) if such sale is pursuant to an underwritten offering, obtain “cold comfort” letters dated the effective date of the registration statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as Holders’ Counsel or the managing underwriter reasonably requests;
(i) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(j) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(il) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; providedunder Article III, that the Company shall provide Holders’ Counsel with all correspondence with Staff Article IV, Article V or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Article VI hereunder;
(jm) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanyNASD; and
(mn) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Cardiac Science Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or Section 4 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; PROVIDED, HOWEVER, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under and (y) the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold; and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(gvi) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence approved Underwriter or Company Underwriter, if any, selected as provided in Section 3 or Section 4, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other information meetings organized by the Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by clauses any such seller or any managing underwriter (iiieach, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalrecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hviii) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;
(ix) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(x) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, PROVIDED that the applicable listing requirements are satisfied;
(ixii) keep Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Section 3 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 4 hereunder;
(jxiii) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanyNASD; and
(mxiv) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Eos International Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to under this Agreement, the Company shall use its commercially reasonable efforts Agreement to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSecurities, the Company shall, as expeditiously as and reasonably possible:
(a) before filing Prepare and file with the Securities and Exchange Commission ("SEC") a Registration Statement or prospectus or any amendments or supplements thereto relating with respect to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the such Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity use its best efforts to review and comment on cause such Registration Statement to become effective and each prospectus included therein (and each amendment or supplement thereto) to be filed with remain effective during the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;Registration Period.
(b) prepare Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such Registration Statement and the prospectus used in connection therewith with such Registration Statement ("Amended Registration Statement") or prepare and file any additional registration statement ("Additional Registration Statement," together with the Amended Registration Statement, "Supplemental Registration Statements") as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such Supplemental Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in Statements or such Registration Statement;. The Company shall use its best efforts to have any Supplemental Registration Statement become effective as soon as practicable following the filing thereof.
(c) furnish Furnish to each seller the Holders such numbers of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementa prospectus, each amendment and supplement thereto including a preliminary prospectus (in each case including all exhibits theretoif applicable), in conformity with the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;them.
(d) Use its best efforts, if necessary, to register or and qualify the securities covered by such Registrable Securities Registration Statement under such other securities or “blue sky” Blue Sky laws of the jurisdictions in which the Holders are located, of such other jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may shall be reasonably necessary or advisable to enable any such seller to consummate requested by the public sale or other disposition in such jurisdictions Holders of the Registrable Securities owned covered by such seller; providedRegistration Statement, however, provided that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdiction;states or jurisdictions.
(e) As promptly as practicable after becoming aware of such event, notify each seller Holder of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Securities of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge knowledge, as a result of which makes any statement of a material fact the prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any as then in effect, includes an untrue statement of a material fact or omit omits 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 such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts promptly to promptly obtain prepare a supplement or amendment to the withdrawal Registration Statement to correct such untrue statement or omission, and deliver a number of any copies of such order supplement or suspension and shall immediately notify amendment to each seller of Registrable Securities of any Holder as such withdrawal;Holder may reasonably request.
(hf) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Provide Holders with notice of the Company are then listed; provided, date that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any a Registration Statement filed hereunder to the extent that such or any Supplemental Registration Statement has not been declared effective on or prior to registering the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyis declared effective by the SEC, and the date or dates when the Registration Statement is no longer effective.
Appears in 1 contract
Samples: Registration Rights Agreement (Red Bell Brewing Co)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 of this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously soon as possiblereasonably practicable:
(a) prepare and file with the SEC (in any event not later than thirty (30) business days after receipt of a request to file a registration statement with respect to Registrable Securities) a registration statement on any form for which the Company then qualifies which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective under the Act; provided, however, that before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall (A) provide a single counsel selected by the Designated Holders holding holders of a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”"HOLDERS' COUNSEL") with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The Company shall reasonably cooperate with review of Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly ' Counsel, and (B) notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter a period which will terminate when all Registrable Securities covered by such Registration Statement registration statement have been sold (but not before the expiration of the ninety (90) day period referred to in Section 4(3) of the Act and shall Rule 174 thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securitiesregistration statement, at least one executed copy copies of such Registration Statement registration statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementregistration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) use reasonable efforts to register or qualify such Registrable Securities under such other securities or “blue sky” sky laws of such jurisdictions as any seller of Registrable Securities may reasonably requestrequests, and to continue such registration or qualification in effect in such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d5.1(d), (B) subject itself to taxation in any such jurisdiction or (iiC) consent to general service of process in any such jurisdiction;
(e) promptly use reasonable efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;
(f) notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such registration statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each seller a reasonable number of any changes copies of a supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(g) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Underwriter, if any, selected as provided in Section 3) and take such other actions as are reasonably required in order to facilitate the disposition of such Registrable Securities;
(h) make available for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, Holders' Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "INSPECTOR" and collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement;
(i) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;
(j) furnish, at the request of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of any counsel representing the Company for the purposes of such withdrawalregistration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller may reasonably request and are customarily included in such opinions;
(hk) otherwise use reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Act;
(l) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; listed (including NASDAQ), provided, that the applicable listing requirements are satisfied;
(im) keep Holders’ Counsel reasonably advised in writing as to the initiation provide officers' certificates and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunderother customary closing documents;
(jn) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
National Association of Securities Dealers, Inc. (k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company"NASD"); and
(mo) use reasonable efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Platinum Entertainment Inc)
Obligations of the Company. Whenever registration of Registrable Securities is has been required or requested or is otherwise required pursuant to this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding beneficially owning a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity opportunity, which shall not be less than five (5) Trading Days prior to such filing, to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject and use reasonable best efforts to address such documents being under comments as the Company’s controlHolders’ Counsel may propose. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in such Section 3, or with respect to Section 5 and if not so specified therein, the lesser of (iA) one hundred and eighty (180) days and (iiB) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws Laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws Laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (iiB) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares Securities to facilitate the timely preparation and delivery of certificates representing such Registrable Shares Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares Securities one or more certificates for such Registrable SharesSecurities, in a form eligible for deposit with the Depository Trust Company;
(m) cooperate with Designated Holders and the Depositary to facilitate the timely delivery of ADSs (in book entry or certificated form) to be delivered to a transferee pursuant to a Registration Statement, which ADSs shall be free of all restrictive legends. In connection therewith, if required by the Company’s agent which maintains the register of members of Common Shares or the Depositary, the Company shall promptly after the effectiveness of the Registration Statement cause an opinion of legal counsel as to the effectiveness of the Registration Statement to be delivered to such agent or the Depositary, together with any other authorizations, certificates and directions requested by such agent or the Depositary, which authorize and direct such agent or the Depositary to issue such Registrable Securities without legend upon sale by the Designated Holders under the Registration Statement; and
(mn) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Xinyuan Real Estate Co., Ltd.)
Obligations of the Company. Whenever registration In connection with the filing of Registrable Securities is required or requested the Shelf Registration pursuant to this AgreementSection 4 or the Incidental Registration pursuant to Section 5, the Company shall use its commercially reasonable efforts to effect the registration and sale of the Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request or requirement, the Company shall:
(i) as expeditiously as possible, prepare and file with the Commission a Registration Statement on any form (subject to Section 4(d)) for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any cause such requestRegistration Statement to become effective; PROVIDED, the Company shallHOWEVER, as expeditiously as possible:
that (ax) before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securities(including any documents incorporated by reference therein), the Company shall provide a single counsel selected by the Designated Majority Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”"HOLDERS' COUNSEL") and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and Statement, each prospectus Prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC), subject to such documents being under the Company’s 's control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions required to prevent the entry of such stop order or to remove it if entered;
(bii) as expeditiously as possible, prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective (1) in the case of a Shelf Registration, for the period specified in required under Section 34(a), and if not so specified therein(2) in the case of an Incidental Registration, for the lesser of (ix) one hundred and eighty (180) 90 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) as expeditiously as possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as it is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus), any Prospectus filed pursuant to Rule 424 under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) as expeditiously as possible, register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly as expeditiously as possible, notify each seller of Registrable Securities: (iA) when a prospectusProspectus, any prospectus Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (iiB) of any comments or request by the SEC Commission or any other federal or state Governmental Authority governmental authority for amendments or supplements to a Registration Statement or related prospectus Prospectus or Free Writing Prospectus or for additional information (but only if relating to Registrable Securities)information; (iiiC) of the issuance by the SEC Commission or any other Governmental Authority federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (ivD) of the receipt by the Company 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 proceedings for such purpose; (vE) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement Statement, related Prospectus or prospectus Free Writing Prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 (viF) of the determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(fvi) as expeditiously as possible, upon the occurrence of any event contemplated by clause (v) of Section 7.1(e7(a)(v)(E), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement, related Prospectus or Free Writing Prospectus (or file a new Registration Statement, in the case of a Registration Statement or related prospectus that has been withdrawn) and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus new Registration Statement, Prospectus or Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 light of the circumstances under which they were made, not misleading;
(gvii) upon with respect to any underwritten public offering registered under the occurrence Shelf Registration or the Incidental Registration (in the case of an Incidental Registration, only to the extent requested by the Company Underwriter), enter into and perform customary agreements (including underwriting and indemnification and contribution agreements in customary form with the Approved Underwriters or the Company Underwriter, as applicable) and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities and shall provide all reasonable cooperation, including causing appropriate officers to attend and participate in "road shows" and other information meetings organized by the Approved Underwriters or the Company Underwriter, if applicable, and causing counsel to the Company to deliver customary legal opinions in connection with any event contemplated such underwriting agreements;
(viii) with respect to any underwritten public offering registered under the Shelf Registration or the Incidental Registration, make available at reasonable times for inspection by clauses any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by any such seller (iiicollectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hix) with respect to any underwritten public offering registered under the Shelf Registration or the Incidental Registration, obtain a "cold comfort" letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;
(x) with respect to any underwritten public offering registered under the Shelf Registration or the Incidental Registration, furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, may reasonably request and are customarily included in such opinions;
(xi) with respect to each Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold "by means of" (as defined in Rule 159A(b) under the Securities Act) such Free Writing Prospectus or other materials without the prior written consent of the Holders holding a majority of the Registrable Securities proposed to be sold in the relevant offering, which Free Writing Prospectuses or other materials shall be subject to the review of the Holders' Counsel;
(xii) as expeditiously as possible and within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission;
(xiii) as expeditiously as possible and within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby);
(xiv) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xv) cause all such Registrable Securities to be listed on each securities exchange on which similar securities Registrable Class Securities issued by the Company are then listed; provided, PROVIDED that the applicable listing requirements are satisfied;
(ixvi) as expeditiously as practicable, keep the Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; providedShelf Registration or Incidental Registration, that and provide the Company shall provide Holders’ ' Counsel with all correspondence with Staff or the SEC Commission in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
Statement; (jxvii) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanyNASD; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Obligations of the Company. Whenever In connection with any registration of the Registrable Securities is required or requested pursuant to this Agreementunder Section 2, the Company shall do each of the following:
a. The Company shall use its commercially reasonable best efforts to effect the registration of such cause any Registration Statement described in Section 2 which includes Registrable Securities in accordance with to become and remain effective for a period of time (the intended method of “Registration Period”) sufficient to permit distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered as provided in such Registration Statement; provided, however, that the Company may withdraw any registration of its securities at any time prior to the effective date of the Registration Statement relating thereto; provided further, that before filing such Registration Statement or any amendments thereto, the Company will furnish to the holders of Registrable Securities that are to be included in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on their counsel copies of all such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) documents proposed to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;filed.
(b) prepare b. Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such the Registration Statement and the prospectus used in connection therewith with the Registration Statement as may be necessary to keep such the Registration Statement effective for at all times during the period specified in Section 3Registration Period, and if not so specified thereinand, during the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall Period, comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities Registrable Securities of the Company covered by such the Registration Statement during until such period time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such the Registration Statement;
c. If so requested by the Designated Purchaser, the Company shall permit a single firm of counsel designated by the Designated Purchaser (cthe “Holders’ Counsel”) furnish to each seller review drafts of Registrable Securities, the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than three (3) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects;
d. Notify the Designated Purchaser and the Holders’ Counsel, and any managing underwriters immediately (and, in the case of (i)(A) below, not less than five (5) days prior to the contemplated date of such filing) and (if requested by any the Designated Purchaser) confirm such notice in writing no later than one (1) business day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number ; (B) whenever the SEC notifies the Company whether there will be a “review” of conformed copies of such Registration Statement, each amendment and supplement thereto ; (in each case including all exhibits thereto), C) whenever the prospectus included in such Registration Statement Company receives (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition a representative of the Registrable Securities owned by such seller;
(dCompany receives on its behalf) register any oral or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to written comments from the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment SEC relating to a Registration Statement (but only if relating copies or, in the case of oral comments, summaries of such comments shall be promptly furnished by the Company to Registrable Securitiesthe Investors); and (D) has been filed with the SEC, and, with respect to a the Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (ii) of any comments or request by the SEC or any other federal Federal or state Governmental Authority governmental authority for amendments or supplements to a the Registration Statement or related prospectus Prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a the Registration Statement relating to covering any or all of the Registrable Securities or the initiation of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings Proceedings for that purpose; (iv) if at any time the Company has actual knowledge that any of the representations or warranties of the Company contained in any agreement (including any underwriting agreement) contemplated hereby ceases to be true and correct in all material respects; (v) of the receipt by the Company 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 jurisdiction, or the initiation or threatening of any proceedings Proceeding for such purpose; and (vvi) of the existence of any fact or happening occurrence of any event (including that to the passage best knowledge of time) of which the Company has knowledge which makes any statement of a material fact made in such the Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which would require the making of that requires any changes revisions to the Registration Statement Statement, Prospectus or prospectus in order other documents so that, in the case of the Registration StatementStatement or 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 not misleading, and that in as the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusbe, 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 light of the circumstances under which they were made, not misleading. In addition, if requested by the Designated Purchaser, the Company shall furnish the Designated Purchaser with copies of all intended written responses to the comments contemplated in clause (C) of this Section 3(d) not later than one (1) business day in advance of the filing of such responses with the SEC so that the Designated Purchaser and the Investors’ Counsel shall have the opportunity to comment thereon;
e. Furnish to the Designated Purchaser and the Holders’ Counsel (gi) upon promptly after the occurrence same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and prospectus, and each amendment or supplement thereto, and (ii) if so requested by any Investor, such number of copies of a prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor;
f. As promptly as practicable after becoming aware thereof, notify the Designated Purchaser of the happening of any event contemplated by clauses (iii) or (iv) of Section 7.1(e)which the Company has actual knowledge, as promptly as practicable, use its reasonable best efforts to promptly obtain a result of which the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating prospectus included in the disposition Registration Statement, as then in effect, includes an untrue statement of such Registrable Securities and their respective counsel in connection with any filings a material fact or omits to state a material fact required to be made stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the FINRASEC to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to the Designated Purchaser and each Investor as such Investor may reasonably request;
g. As promptly as practicable after becoming aware thereof, notify the Designated Purchaser of the issuance by the SEC of a Notice of Effectiveness or any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time;
h. Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the Designated Purchaser in writing of the existence of a Potential Material Event, the Investors shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until such Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event;
i. Use its reasonable efforts to secure and maintain the designation of all the Registrable Securities covered by the Registration Statement on the AMEX;
j. Provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than three (k3) cooperate business days after the effective date of the Registration Statement;
k. Cooperate with the Designated Holders of the Registrable Shares Investors to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered to be offered pursuant to the Registration Statement and enable such certificates for resale under the Registrable Securities to be in such denominations or amounts as the case may be, as the Investors may reasonably request, and, within five (5) business days after a Registration StatementStatement which includes Registrable Securities is ordered effective by the SEC, the Company shall deliver, and provide shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Shares one or more certificates for Securities (with copies to the Investors whose Registrable Securities are included in such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; andRegistration Statement) an appropriate instruction and opinion of such counsel;
(m) take l. Take all other steps reasonably reasonable actions necessary to expedite and advisable to effect facilitate disposition by the registration Investor of the Registrable Securities contemplated herebypursuant to the Registration Statement;
m. Not take, or omit to take, any actions that would preclude the filing or effectiveness of the Registration Statement or require the withdrawal of the Registration Statement;
n. Not complete any acquisitions or business combinations until the SEC has declared effective the Registration Statement that registers the shares of Common Stock underlying the Notes and the Warrants.
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3, Section 4 or Section 5 of this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission (as promptly as practicable, but in any event not later than sixty (60) days after receipt of a request to file a Registration Statement with respect to Registrable Securities) a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") and any other Inspector (as hereinafter defined) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s 's control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty 120 days (180except in the case of a registration filed pursuant to Rule 415 of the Securities Act or any successor rule or regulation) days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(gvi) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5, as the case may be) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other information meetings organized by the Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney or accountant retained by clauses any such seller or any managing underwriter (iiieach, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hviii) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the managing underwriter reasonably requests;
(ix) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(x) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixii) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRANASD;
(kxiii) cooperate use its commercially reasonable efforts to cause the Registrable Securities covered by such Registration Statement to be registered with the Designated Holders or approved by such other governmental agencies or authorities as may be reasonably necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Shares Securities to facilitate consummate the timely preparation and delivery disposition of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may requestSecurities;
(lxiv) not later than the Required Effectiveness Date keep each seller of Registrable Securities advised as to all material developments of any Registration Statementregistration under Sections 3, 4 or 5 hereunder;
(xv) provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, officers' certificates and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyother customary closing documents; and
(mxvi) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyhereby and reasonably cooperate with the holders of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Amn Healthcare Services Inc)
Obligations of the Company. Whenever registration of Registrable Securities is has been requested or required or requested pursuant to this AgreementSection 3, Section 4 or Section 5 hereof, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall:
(i) use its commercially reasonable efforts (taking into account, among other things, accounting and regulatory matters) to, as expeditiously as possible, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any cause such requestRegistration Statement to become effective; provided, the Company shallhowever, as expeditiously as possible:
that (ax) before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securities(including, without limitation, any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide a single one firm of legal counsel selected by the Designated Holders Stockholders holding a majority of the Registrable Securities being registered in such registration (“HoldersDesignated Stockholders’ Counsel”), any managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a Registration Statement and any attorney retained by any such managing underwriter or broker/dealer (each, an “Inspector” and collectively, the “Inspectors”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the HoldersDesignated Stockholders’ Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) as expeditiously as possible, furnish to each seller of Registrable SecuritiesSecurities in such registration (each, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter “Selling Holder”) such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus), any Prospectus filed under Rule 424 under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerSelling Holder;
(div) use its commercially reasonable efforts to, as expeditiously as possible, register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller Selling Holder of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably Selling Holder requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller Selling Holder to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerSelling Holder; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d8(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly as expeditiously as possible following its actual knowledge thereof, notify each seller of Registrable SecuritiesSelling Holder: (iA) when a prospectusProspectus, any prospectus Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (iiB) of any comments or request by the SEC Commission or any other federal or state Governmental Authority governmental authority for amendments or supplements to a Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (ivC) of the receipt by the Company 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 proceedings for such purpose; and (vD) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 ;
(vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) use its commercially reasonable efforts to, as expeditiously as possible, upon the occurrence of any event contemplated by clause (vSection 8(a)(v)(D) hereof or, subject to Sections 3(a) and 5(c) hereof, the existence of Section 7.1(e), as promptly as practicablea Valid Business Reason, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Statement, related Prospectus or related prospectus Free Writing Prospectus and furnish to each seller of Registrable Securities Selling Holder a reasonable number of copies of such supplement to to, or an amendment or post-effective amendment of of, such Registration Statement Statement, Prospectus or prospectus Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus or Free Writing 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 light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence of any event contemplated by clauses (iii) Approved Underwriter or (iv) of Company Underwriter, if any, selected as provided in Section 7.1(e)3, Section 4 or Section 5 hereof, as promptly the case may be) and take such other commercially reasonable actions as practicableare reasonably required in order to expedite or facilitate the disposition of such Registrable Securities and shall provide all reasonable cooperation, use including causing its reasonable best efforts appropriate officers to promptly obtain attend and participate in “road shows” and other information meetings organized by the withdrawal of Approved Underwriter or Company Underwriter, if and as applicable, and causing counsel to the Company to deliver customary legal opinions in connection with any such order or suspension underwriting agreements; provided, that the officers of the Company shall not be obligated to attend and shall immediately notify each seller of Registrable Securities of participate in more than two “road shows” in any such withdrawaltwelve-month period;
(hviii) make available at reasonable times for inspection by any Inspector all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the Company’s independent registered public accounting firm, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (z) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each Inspector agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, promptly give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. In the event that the Company is unsuccessful in preventing the disclosure of such Records, such Inspector agrees that it shall furnish only such portion of those Records that it is advised by counsel is legally required and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to those Records;
(ix) if such sale is pursuant to an underwritten public offering, obtain a “cold comfort” letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent registered public accounting firm in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(x) furnish, at the request of any Selling Holder on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Selling Holder making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such Selling Holder may reasonably request and are customarily included in such opinions;
(xi) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen months after the effective date of the Registration Statement, an earnings statement covering a period of twelve months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated under the Securities Act;
(xii) cause all such Registrable Securities any shares of Common Stock included in the Registration Statement to be listed on each securities exchange on which similar securities issued by the Company are Common Stock is then listed; provided, provided that the applicable listing requirements are satisfied;
(ixiii) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities Selling Holder and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(kxiv) cooperate cause the Registrable Securities covered by such Registration Statement to be registered with the Designated Holders or approved by such other governmental agencies or authorities, as may be reasonably necessary by virtue of the Registrable Shares business and operations of the Company to facilitate enable the timely preparation and delivery Selling Holder or Selling Holders to consummate the disposition of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may requestSecurities;
(lxv) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers a transfer agent and registrar for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent a CUSIP number for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; andSecurities;
(mxvi) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyhereby and reasonably cooperate with the holders or underwriters (in the case of an underwritten offering) of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto;
(xvii) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission; and
(xviii) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby).
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to under this Agreement, the Company shall use its commercially reasonable efforts Section 2 to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSecurities, the Company shall, as expeditiously as reasonably possible:
(a) before filing prepare and file with the SEC a Registration Statement or prospectus or any amendments or supplements thereto relating registration statement with respect to such Registrable SecuritiesSecurities and use all reasonable efforts to cause such registration statement to become effective and, upon the Company shall provide a single counsel selected by request of the Designated Holders holding of a majority of the Registrable Securities being registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) at any time, upon written notice to the participating Holders and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period, which, when taken together with all prior Suspension Periods, shall not exceed 120 days in the aggregate) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation, and in such case, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period, and (“Holders’ Counsel”ii) with an adequate and appropriate opportunity to review and comment in the case of any registration of Registrable Securities on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) Form S-3 that are intended to be filed with the SECoffered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such documents being under 120-day period shall be extended for up to thirty (30) days, if necessary, to keep the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of registration statement effective until all such Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if enteredare sold;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement, and the prospectus used in connection therewith with such registration statement, as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect in order to enable the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement;
(c) furnish to each seller the selling Holders such numbers of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementa prospectus, each amendment and supplement thereto (in each case including all exhibits thereto)a preliminary prospectus, as required by the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) Securities Act, and such other documents or prospectus as each such seller the Holders may reasonably request in order to facilitate the public sale or other their disposition of the their Registrable Securities owned by such sellerSecurities;
(d) use its commercially reasonable efforts to register or and qualify the securities covered by such Registrable Securities registration statement under such other securities or “blue sky” blue-sky laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may shall be reasonably necessary or advisable to enable any such seller to consummate requested by the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerselling Holders; provided, however, provided that the Company shall not be required to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdictionstates or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(e) promptly notify 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 underwriter(s) of such offering;
(f) use all reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each seller of securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities: , in each case not later than the effective date of such registration;
(h) promptly make available for inspection by the selling Holders, any managing underwriter participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;
(i) notify each selling Holder at any time when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment relating thereto is required to a Registration Statement (but only if relating to Registrable Securities) has been filed with be delivered under the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Securities Act of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus registration statement, as then in order thateffect, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that misleading in light of the case of circumstances then existing. The Company will amend or supplement such prospectus, it will prospectus in order to cause such prospectus not contain to include 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunderexisting;
(j) provide use its reasonable cooperation efforts to each seller of Registrable Securities and each underwriter participating in furnish, on the disposition of date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and their respective counsel substance as is customarily given to underwriters in connection with any filings required an underwritten public offering, addressed to be made with the FINRAunderwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters;
(k) cooperate with notify each selling Holder, promptly after the Designated Holders Company receives notice thereof, of the Registrable Shares time when such registration statement has been declared effective or a supplement to facilitate the timely preparation and delivery any prospectus forming a part of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;registration statement has been filed; and
(l) not later than the Required Effectiveness Date after such registration statement becomes effective, notify each selling Holder of any Registration Statement, provide CUSIP numbers for request by the Registrable Securities registered for resale under SEC that the Company amend or supplement such Registration Statement, and provide the transfer agent for the Registrable Shares one registration statement or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyprospectus.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Ellipse Technologies Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts under Section 2.1 to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSecurities, the Company shall, as expeditiously as reasonably possible:
(a) before filing prepare and file with the SEC a Registration Statement with respect to such Registrable Securities sought to be included therein; provided that at least five (5) Trading Days prior to filing any Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by furnish to the Designated Holders holding a majority of the Registrable Securities being registered in covered by such registration (“Holders’ Counsel”) with an adequate Registration Statement, their counsel and appropriate the managing underwriter and their counsel copies of all such documents proposed to be filed, and any such Holder, managing underwriter or their respective counsel shall have the opportunity to review and comment on any information that is contained therein and the Company shall make the corrections reasonably requested by such Holder or the managing underwriter with respect to such information prior to filing any such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if enteredamendment;
(b) prepare and file with the SEC such amendments and supplements post-effective amendments to such any Registration Statement and the prospectus any Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3Required Period, and if not cause the Prospectus to be supplemented by any required prospectus supplement, and as so specified thereinsupplemented to be filed pursuant to Rule 424 under the Securities Act, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement for the Required Period; provided that at least five (5) Trading Days prior to filing any such amendments and post effective amendments or supplements thereto, the Company shall furnish to the Holders of the Registrable Securities covered by such Registration Statement during Statement, their counsel and the managing underwriter and their counsel copies of all such period in accordance documents proposed to be filed, and any such Holder, managing underwriter or their respective counsel shall have the opportunity to comment on any information that is contained therein and the Company shall make the corrections reasonably requested by such Holder and the managing underwriter with the intended methods of disposition by the sellers thereof set forth in respect to such information prior to filing any such Registration StatementStatement or amendment;
(c) furnish to each seller the Holders of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of Securities covered by such Registration Statement as is proposed to be filed, and thereafter the managing underwriter such number numbers of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus and any summary or free writing prospectus) in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerthem;
(d) register or qualify such notify the Holders of Registrable Securities covered by such Registration Statement, promptly after the Company shall receive notice thereof, of the time when such Registration Statement becomes or is declared effective or when any amendment or supplement or any Prospectus forming a part of such Registration Statement has been filed;
(e) notify the Holders of Registrable Securities covered by such Registration Statement promptly of any request by the SEC for the amending or supplementing of such Registration Statement or Prospectus or for additional information and promptly deliver to such Holders copies of any comments received from the SEC;
(f) notify the Holders promptly of any stop order suspending the effectiveness of such Registration Statement or Prospectus or the initiation of any proceedings for that purpose, and use all reasonable best efforts to obtain the withdrawal of any such order or the termination of such proceedings;
(g) use all reasonable best efforts to keep each Registration Statement continuously effective during the period such Registration Statement is required to remain effective pursuant to the terms of this Agreement;
(h) use all reasonable best efforts to register and qualify the Registrable Securities covered by such Registration Statement under such other securities or “blue sky” laws sky Laws of such jurisdictions as any seller of Registrable Securities may shall be reasonably requestrequested by the Holders, and continue use all reasonable best efforts to keep each such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdictioneffective, including through new filings, or for as long as amendments or renewals, during the Required Period, and notify the Holders of Registrable Securities covered by such Registration Statement of the receipt of any written notification with respect to any suspension of any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerqualification; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdictionstates or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ei) in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of the Underwritten Offering pursuant to which such Registrable Securities are being offered and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by the managing underwriters;
(j) use all reasonable best efforts to obtain: (A) at the time of effectiveness of the Registration Statement covering such Registrable Securities, a “cold comfort letter” from the Company’s independent certified public accountants covering such matters of the type customarily covered by “cold comfort letters” as the underwriters may reasonably request; and (B) at the time of any underwritten sale pursuant to such Registration Statement, a “bring-down comfort letter,” dated as of the date of such sale, from the Company’s independent certified public accountants covering such matters of the type customarily covered by “bring-down comfort letters” as the underwriters may reasonably request;
(k) promptly notify each seller Holder of Registrable Securities: (i) Securities covered by such Registration Statement at any time when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment Prospectus relating thereto is required to a Registration Statement (but only if relating to Registrable Securities) has been filed with be delivered under the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Securities Act of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact Prospectus included in such Registration Statement or related prospectus any offering memorandum or any other offering document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits 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 such 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, misleading in the light of the circumstances under which they were madethen existing, not misleading; and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Prospectus or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary file any other required document so that, after delivery as thereafter delivered to the purchasers of such Registrable Securities, in the case of the Registration Statement, it such Prospectus will not contain any an 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 that in the case of such 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 light of the circumstances under which they were made, not misleading;
(gl) upon permit any Holder of Registrable Securities covered by such Registration Statement, which Holder in its reasonable judgment could reasonably be deemed to be an underwriter with respect to the occurrence Underwritten Offering pursuant to which such Registrable Securities are being offered, or to be a controlling Person of the Company, to reasonably participate in the preparation of such Registration Statement and to require the insertion therein of information to the extent concerning such Holder, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(m) in connection with any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicableUnderwritten Offering, use its all reasonable best efforts to promptly obtain an opinion or opinions addressed to the withdrawal of underwriter or underwriters in customary form and scope from counsel for the Company;
(n) upon reasonable notice and during normal business hours, subject to the Company receiving customary confidentiality undertakings or agreements from any such order or suspension and shall immediately notify each seller Holder of Registrable Securities covered by such Registration Statement or other Person obtaining access to Company records, documents, properties or other information pursuant to this subsection (n), make available for inspection by a representative of such Holder and any underwriter participating in any disposition of such Registrable Securities and any attorneys or accountants retained by any such withdrawalHolder or underwriter, relevant financial and other records, pertinent corporate documents and properties of the Company, and use all reasonable best efforts to cause the supervisory and management boards and employees of the Company to supply all information reasonably requested by any such representative, underwriter, attorneys or accountants in connection with the Registration Statement;
(ho) use all reasonable best efforts to comply with all applicable rules and regulations of the SEC relating to such registration and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act, provided that the Company will be deemed to have complied with this subsection (o) with respect to such earning statements if it has satisfied the provisions of Rule 158;
(p) if requested by the managing underwriter or any selling Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or any selling Holder reasonably requests to be included therein, with respect to the Registrable Securities being sold by such selling Holder, including, without limitation, the purchase price being paid by the underwriters and with respect to any other terms of the Underwritten Offering of Registrable Securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(q) cause all such the Registrable Securities covered by such Registration Statement to be listed on each securities exchange exchange, if any, on which similar equity securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(ir) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities selling Holder and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration StatementFinancial Industry Regulatory Authority, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration StatementInc., provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyif any; and
(ms) use reasonable best efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Investor Agreement (uniQure N.V.)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to ARTICLE III, ARTICLE IV or ARTICLE V of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3such ARTICLE III, ARTICLE IV or with respect to ARTICLE V and if not so specified therein, the lesser of (iA) one hundred and eighty (180) days and (iiB) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (iiB) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Yongye International, Inc.)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3, Section 4 or Section 5 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, or before using any Free Writing Prospectus, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold; provided, that if the S-3 Initiating Holders have requested that an S-3 Registration be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act, then the Company shall keep such Registration Statement effective until the earlier of (a) the date on which all Registrable Securities covered by such Registration Statement have been sold and (b) the three year anniversary of the date on which such Registration Statement was first declared effective by the Commission; and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus), any prospectus filed under Rule 424 under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(dSection 7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Article III or Article IV of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") and any other Inspector with an a reasonably adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s 's control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 90 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible required pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6.1(d), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(f) enter into and perform customary agreements (including an underwriting agreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in Article III or Article IV, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(g) upon make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "Inspector" and collectively, the occurrence "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any event contemplated such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by clauses the Inspectors (iiiand the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(h) if such sale is pursuant to an underwritten offering, cause to be delivered "cold comfort" letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;
(i) if such sale is pursuant to an underwritten offering, cause to be furnished, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the un- derwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(j) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(il) keep Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Article III or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Article IV hereunder;
(jm) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRANASD;
(kn) cooperate with make officers available to participate in customary road shows and other informational meetings as reasonably requested by any Approved Underwriter or Company Underwriter (it being understood that the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable SharesCompany, in its discretion, may require that there be "road shows" and other informational meetings in connection with a form eligible for deposit with the Depository Trust CompanyDemand Registration); and
(mo) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Collins & Aikman Corp)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Article III, Article IV, Article V or Article VI of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use all reasonable best efforts to cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s 's control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take use all actions required reasonable efforts to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep such Registration Statement effective for the period specified in Section 3such Article, and or if not so specified thereinspecified, the lesser of (ix) one hundred and eighty (180) 180 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold (provided, that if the S-3 Initiating Holders have requested that an S-3 Registration be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act, then the Company shall keep such Registration Statement effective until the earliest of (i) the second anniversary of the effective date of such Registration Statement, (ii) such time as the Company delivers an opinion of counsel that each Designated Holder having Registrable Securities covered by such Registration Statement may sell in the open market in a single transaction all Registrable Securities then held by each such Designated Holder pursuant to Rule 144(k) of the Securities Act (or any similar provision then in force) without being subject to the volume limitations thereof or otherwise under an applicable exemption from the registration requirements of the Securities Act, as amended, and all other applicable securities and blue sky laws, or (iii) all Registrable Securities covered by such Registration Statement have been sold) and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (ii) of any comments or request by the SEC Commission or any other federal or state Governmental Authority governmental authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC Commission or any other Governmental Authority federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge Knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;.
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e7.1(e)(v), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;.
(g) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Article IV, Article V or Article VI, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other information meetings organized by the Approved Underwriter or Company Underwriter, if applicable;
(h) make available at reasonable times for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by clauses any such seller or any managing underwriter (iiieach, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Notwithstanding the foregoing, Records and other information that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors or used for any purpose other than as necessary or appropriate for the purpose of such inspection (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hi) if such sale is pursuant to an underwritten offering, obtain "comfort" letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;
(j) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(k) comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(l) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(im) keep Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration under Article III, Article IV, Article V or Article VI hereunder; provided, that the Company shall provide Holders’ ' Counsel with all correspondence with Staff or the SEC Commission in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(jn) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanyNASD; and
(mo) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Evergreen Solar Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or Section 4 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
: (ai) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under and (y) the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
; (bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold; and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
; (ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
; (div) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.7
Appears in 1 contract
Samples: Registration Rights Agreement (Eos International Inc)
Obligations of the Company. Whenever registration In connection with the obligations of Registrable Securities is the Company with respect to the Registration Statement required or requested to be filed pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSection 2 hereof, the Company shall, as expeditiously as possibleto the extent applicable, use its best efforts to:
(ai) before Prepare and file with the Commission within the time period for such filing set forth in Section 2 hereof, a Registration Statement with respect to such Registrable Securities (which Registration Statement shall be available for the Selling Holders' intended method or methods of distribution and shall comply in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith) and, if not effective on filing, use best efforts to cause such Registration Statement to become effective, and to prepare and file any amendments and supplements thereto as are required to keep such Registration Statement continuously effective as provided in Section 2.
(ii) Notify the Holder by facsimile or e-mail as promptly as practicable, and in any event, within two (2) Business Days, after a Registration Statement and any post-effective amendments and supplements is declared effective and shall simultaneously provide the Holders with copies of any related Prospectus to be used in connection with the sale or other disposition of the Registrable Securities covered thereby.
(iii) Notify each Selling Holder of the receipt of any comments from the Commission with respect to the Registration Statement and, subject to Section 2, respond to such comments and prepare and file with the Commission, if necessary, such amendments and supplements to such Registration Statement and the Prospectus used in connection with such Registration Statement or any document incorporated therein by reference or file any other required document as may be necessary to comply with the provisions of the Securities Act and rules thereunder, including the filing of a supplemental Prospectus pursuant to Securities Act Rule 424 or any free-writing prospectus pursuant to Rule 433, with respect to the disposition of all securities covered by such Registration Statement and the instructions applicable to the registration form used by the Company. In the event that any Registrable Securities included in a Registration Statement subject to, or required by, this Agreement remain unsold at the end of the period during which the Company is obligated to maintain the effectiveness of such Registration Statement, the Company may file a post-effective amendment to the Registration Statement for the purpose of removing such securities from registered status.
(iv) Furnish to each Selling Holder of Registrable Securities, without charge, such numbers of copies of the Registration Statement, any amendment thereto, the Prospectus, including each preliminary Prospectus and any amendments or supplements thereto relating thereto, in each case in conformity with the requirements of the Securities Act and the rules thereunder, and such other related documents as any such Selling Holder may reasonably request in order to facilitate the disposition of Registrable SecuritiesSecurities owned by such Selling Holder.
(v) Register and qualify the Registrable Securities covered by such Registration Statement under such other securities or blue sky laws of such states or jurisdictions in the United States as shall be reasonably requested by any Selling Holder and to keep such qualification effective during the period such Registration Statement is effective and obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the Company shall provide a single counsel selected by lifting of any suspension of the Designated Holders holding a majority qualification (or exemption from qualification) of the offer and transfer of any of the Registrable Securities being registered in any jurisdiction, at the earliest possible moment; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business or register as a broker or dealer in any such registration jurisdiction where it would not otherwise be required to qualify or register but for this Section 3(a)(v), (“Holders’ Counsel”B) with an adequate and appropriate opportunity subject itself to review and comment on taxation in any such Registration Statement and each prospectus included therein jurisdiction, or (and each amendment or supplement theretoC) to be filed file a general consent to service of process in any such states or jurisdictions.
(vi) Enter into and perform customary agreements and take such other commercially reasonable actions as are required to expedite or facilitate each disposition of Registrable Securities including, in the event of any underwritten or agented offering, enter into and perform the Company's obligations under an underwriting or agency agreement (including indemnification and contribution obligations of underwriters or agents and representations and warranties by the Company to the underwriters), in usual and customary form, with the SEC, subject managing underwriter or underwriters of or agents for such offering and use its best efforts to such documents being under obtain executed lock-up agreements from the officers and directors of the Company’s control, if requested by the underwriters. The Company shall also reasonably cooperate and cause its affiliates to cooperate with Holders’ Counsel the Underwriters' Representative or Agent for such offering in performing the Company’s obligations under this Agreement. The marketing of the Registrable Securities, including making available the officers, accountants, counsel, premises, books and records of the Company and its Affiliates for such purpose, and shall promptly notify cause the Holders’ Counsel appropriate officers of the Company and its Affiliates to attend and participate in any "road shows" or informational meetings.
(vii) Notify each seller of Registrable Securities Selling Holder of any stop order suspending the effectiveness of a Registration Statement issued or for the issuance of which proceedings have been instituted, or, to the extent the Company has actual knowledge thereof, threatened to be issued by the SEC relating to Registrable Securities Commission in connection therewith and take all commercially reasonable actions required to prevent the entry of such stop order or to remove it if entered;.
(bviii) prepare and file with Notify each Selling Holder of the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for happening of any transaction or event during the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business effective as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) result of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain related Prospectus contains 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were mademade (in the case of any Prospectus), not misleading;
(g) upon ; and thereafter, the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, Company will use its reasonable best efforts to promptly prepare (and, when completed, give notice and provide a copy thereof to each Selling Holder) a supplement or amendment to such Prospectus so that such Prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading.
(ix) As soon as practicable, the Company will make generally available to the Company's security holders copies of an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158, following the end of the twelve (12) month period beginning with the first month of the Company's first fiscal quarter commencing after the effective date of a Registration Statement filed pursuant to this Agreement.
(x) In connection with an offer and sale of Registrable Securities, make available for inspection by any Selling Holder, any underwriter participating in such offering and the representatives of such Selling Holder (but not more than one firm of counsel to each Selling Holder), all financial and other information as shall be reasonably requested by them, and provide the Selling Holders, any underwriter participating in such offering and the representatives of such Selling Holders and Underwriters' Representative the opportunity to discuss the business affairs of the Company with its principal executives and independent public accountants who have certified the audited financial statements included in such Registration Statement, in each case all as reasonably necessary to enable them to exercise their due diligence responsibility under the Securities Act; provided, however, that information that the Company determines, in good faith, to be confidential and which the Company advises such Person in writing is confidential shall not be disclosed unless such Person signs a confidentiality agreement reasonably satisfactory to the Company, or the related Selling Holder of Registrable Securities agrees to be responsible for such Person's breach of confidentiality on terms reasonably satisfactory to the Company.
(xi) In the event of any underwritten or agented offering, obtain a so-called "comfort letter" from the withdrawal Company's independent public accountants, and legal opinions of counsel to the Company addressed to the underwriter participating in such offering, in customary form and covering such matters of the type customarily covered by such letters, and in a form that shall be reasonably satisfactory to the Underwriters' Representative. Delivery of any such order opinion or suspension comfort letter shall be subject to the recipient furnishing such written representations or acknowledgements as are required or customarily provided by selling shareholders who receive such comfort letters or opinions.
(xii) Cause the Company's officers, employees, accountants and shall immediately notify each seller counsel, as applicable, to participate in, and to otherwise facilitate and cooperate with the preparation of a Prospectus and to participate in drafting sessions and due diligence sessions, as applicable.
(xiii) Provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of any such withdrawal;Registration Statement.
(hxiv) cause all such Cause the Registrable Securities to be listed on each securities exchange on which covered by such Registration Statement if similar securities issued by of the Company are then listed; providedlisted on a securities exchange or included for quotation in a recognized trading market, that to be so listed or included for so long as such similar securities of the applicable listing requirements Company are satisfied;so listed or included.
(ixv) keep Holders’ Counsel reasonably advised in writing Provide a CUSIP number for the Exchange Shares that is the same as the CUSIP number for the Common Stock prior to the initiation and progress effective date of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any first Registration Statement filed hereunder including Registrable Securities.
(xvi) Promptly file a new Registration Statement and use best efforts to the extent that cause such Registration Statement has not been to be declared effective on if the Company's previously filed Registration Statement is no longer effective or prior the Company is ineligible to use the date required hereunder;
(j) provide reasonable cooperation Registration Statement to each seller of permit the Holders to resell the Registrable Securities and each underwriter participating in the disposition Company is still obligated to maintain the effectiveness of such Registrable Securities the Registration Statement.
(xvii) The Company shall comply with all requirements of the NASD with regard to the issuance of the Exchange Shares and the listing thereof on the NASDAQ Global Select Market and any other or successor securities exchange or automated quotation system, as applicable, on which the Company's Common Stock is traded and cooperate with the Selling Holders and their respective counsel in connection with any filings required to be made with the FINRA;NASD.
(kxviii) cooperate As expeditiously as possible and within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any Registration Statement or Prospectus (and any offering covered thereby).
(xix) The Company will promptly notify the Holders of any pending proceeding against the Company under Section 8A of the Securities Act in connection with the Designated Holders offering of the Registrable Shares Securities.
(xx) Take such other actions as are reasonably required in order to expedite or facilitate the timely preparation and delivery disposition of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under included in each such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Obligations of the Company. Whenever If and whenever the Company is required to effect the registration of any Registrable Securities is required or requested under the Securities Act pursuant to this AgreementArticle III hereof, the Company shall will use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities. Without limiting the foregoing (and subject to its rights under Article III hereof not to register or to delay registration of Registrable Securities), the Company in each such case will, as expeditiously as possible:
(i) prepare and file with the Commission a registration statement on such form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with this Article III and the intended method of distribution thereof, and in connection with the case of a Piggyback Registration, cause such registration statement to become effective within 120 days of the initial filing thereof; provided, that before filing any such requestregistration statement in a Covered Registration or any amendment thereto, the Company shallwill furnish to counsel for the Requesting Holders copies of reasonably complete drafts of all such documents proposed to be filed, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or and any amendments or supplements thereto relating to Registrable Securities, the Company counsel shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with have an adequate and appropriate opportunity to review object to any information pertaining to such Requesting Holders that is contained therein, and comment on the Company will make the corrections reasonably requested by such Registration Statement counsel within a reasonable period of time with respect to such information prior to filing any such registration statement or amendment;
(ii) prepare and each prospectus included therein (and each amendment or supplement thereto) to be filed file with the SEC, subject Commission such amendments and supplements to such documents being under registration statement and any prospectus used in connection therewith as may be necessary to maintain the Company’s control. The Company shall reasonably cooperate effectiveness of such registration statement and to comply with Holders’ Counsel the provisions of the Securities Act with respect to the disposition of all Registrable Securities included in performing such registration statement, in accordance with the Company’s obligations under this Agreement. The Company shall promptly intended methods of disposition thereof, until the earlier of (a) such time as when all Registrable Securities covered by the registration statement have been sold and (b) sixty (60) days after such registration statement becomes effective;
(iii) notify counsel to the Holders’ Counsel Requesting Holders and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if enteredCommission;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(civ) furnish to each seller holder of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of Securities included in such Registration Statement as is proposed to be filed, and thereafter registration statement such number of conformed copies of such Registration Statement, registration statement and of each amendment and supplement thereto (in each case including all exhibits theretoand documents incorporated by reference), such number of copies of the prospectus included contained in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to such holder's Registrable Securities, and such other documents or prospectus documents, as each such seller holder may reasonably request in order to facilitate the public sale or other disposition of the its Registrable Securities owned by such sellerSecurities;
(dv) use its reasonable best efforts to register or qualify such all Registrable Securities included in such registration statement under such other securities or “blue sky” sky laws of such jurisdictions as any seller of Registrable Securities may each holder thereof shall reasonably request, request and continue to keep such registration or qualification in effect in such jurisdiction for as so long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortestregistration statement remains in effect, and do take any and all other acts and things action which may be reasonably necessary or advisable to enable any such seller holder to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; providedholder, however, except that the Company shall not for any such purpose be required (A) to (i) qualify generally to do business as a foreign entity corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this Section 7.1(d)paragraph (V) be obligated to be so qualified, (B) to subject itself to taxation in any such jurisdiction or (iiC) to consent to general service of process in any such jurisdiction;
(evi) promptly use its reasonable best efforts to cause all Registrable Securities included in such registration statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable each holder thereof to consummate the disposition of such Registrable Securities;
(vii) notify each seller of holder whose Registrable Securities: (i) Securities are included in such registration statement, at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus registration statement, as then in order thateffect, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits 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 such 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; , and (vi) determination by counsel of at the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence request of any event contemplated by clause (v) of Section 7.1(e), as such holder promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities such holder a reasonable number of copies of such a supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery as thereafter delivered to the purchasers of such Registrable Securitiessecurities, in the case of the Registration Statement, it will such prospectus shall not contain any include an 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 that in the case of such 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(gviii) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission;
(ix) make available at reasonable times for inspection by any Participating Holder or any Managing Underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such Participating Holder or Managing Underwriter, all financial and other records, pertinent corporate documents and properties of the Company to the extent it shall be reasonably necessary to enable such Persons to exercise their due diligence responsibility, and, in connection therewith, cause the Company's officers, directors and employees to supply all information reasonably requested by any such Person, in connection with such registration statement, in each case, subject to their execution of a confidentiality agreement with respect to information relating to ICE Futures Holdings Plc and ICE Futures (collectively, "ICE Futures") that is non-public or proprietary in nature, or as may be subject to contractual, regulatory or other obligations of confidentiality on the part of the Company or ICE Futures;
(x) provide a transfer agent and registrar for all Registrable Securities included in such registration statement not later than the effective date of such registration statement; and
(xi) use its reasonable best efforts to cause all Registrable Securities included in such registration statement to be listed, upon official notice of issuance, on any national securities exchange on which any of the occurrence securities of any event contemplated by clauses (iii) or (iv) of Section 7.1(e)the same class as the Registrable Securities are then listed and, as promptly as practicableif not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its reasonable best efforts to promptly obtain the withdrawal secure designation of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Commission or, failing that, to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of secure NASDAQ authorization for such Registrable Securities and their respective counsel in connection and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with any filings required respect to be made such Registrable Securities with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyNASD.
Appears in 1 contract
Samples: Registration Rights Agreement (Goldman Sachs Group Inc/)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement(i) Unless otherwise agreed by the Holder and the Company in writing, the Company shall file a Registration Statement within 30 days of the Issuance Date; provided, however, that in the event that the Company would otherwise be required pursuant to this Section 18 to file more than two Registration Statements in any six month period (any such Registration Statement, an “Additional Registration Statement”), the Company may elect to file such Additional Registration Statement upon expiration of such six month period, rather than during such six month period.
(ii) The Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with cause any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesbecome effective within 90 days of the Issuance Date; provided, the Company shall provide a single counsel selected however, that if such Registration Statement has not yet been declared effective by the Designated Holders holding a majority of Commission because the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to Commission’s review and comment on process in respect thereof is ongoing, such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) date shall be automatically extended to be filed with the SEC, subject to date that is within 120 days of such documents being under the Company’s controlIssuance Date. The Company shall reasonably cooperate notify the Holder by e-mail as promptly as practicable after any such Registration Statement becomes effective or any prospectus or prospectus supplement has been filed and shall simultaneously provide the Holder with Holders’ Counsel copies of any related prospectus to be used in performing connection with the Company’s obligations under this Agreement. sale or other disposition of the securities covered thereby.
(iii) The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating use commercially reasonable efforts to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC Commission such amendments and supplements to such the applicable Registration Statement and the prospectus or prospectus supplement used in connection therewith with such Registration Statement as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required have no obligation to (i) qualify generally amend any Registration Statement to do business as a foreign entity in give effect to any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;transfers effected by the Holder.
(eiv) promptly notify each seller The Company shall use its commercially reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any sale or transfer of Registrable Securities: (i) when . The Company shall at all times provide a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company of any notification transfer agent and registrar 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 proceedings for such purpose; Common Stock.
(v) If requested by the Holder, the Company shall promptly include in a prospectus supplement or amendment such information as the Holder may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Company has received such request; provided, however, that the Company shall have no obligation to file any prospectus supplement or amendment to give effect to any transfers effected by Xxxxxx.
(vi) The Company shall promptly notify the Holder who holds Registrable Securities at any time when a prospectus relating to the sale of Registrable Securities is required to be delivered under the Securities Act of the existence of any fact or happening of any event (including the passage of time) event, as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any as then in effect, includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and that in at the case request of the Holder of Registrable Securities promptly prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectusprospectus as may be necessary so that, it will as thereafter delivered to the purchasers of such securities, such prospectus shall not contain any include an 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;.
(gvii) upon The Company shall advise the occurrence Holder of Registrable Securities promptly after it shall receive notice or obtain knowledge thereof, of (A) the issuance of any event contemplated stop order, injunction or other order or requirement by clauses the Commission suspending the effectiveness of any Registration Statement or the initiation or threatening of any Proceeding for such purpose, (iiiB) the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or “blue sky” laws or the initiation or threat of initiation of any Proceedings for that purpose, and (ivC) the removal of Section 7.1(e)any such stop order, as promptly as practicable, injunction or other order or requirement or Proceeding or the lifting of any such suspension.
(viii) The Company shall use its commercially reasonable best efforts to promptly prevent the issuance of any stop order, injunction or other order or requirement suspending the effectiveness of the Registration Statement and obtain as soon as practicable the withdrawal of any such stop order, injunction or other order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;requirement that is issued.
(hix) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Following the Company are then listed; provided, that registration of the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; providedRegistrable Securities, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares Holder to facilitate the timely preparation and delivery of certificates or book-entry forms (not bearing any restrictive legend) representing such Registrable Shares Securities to be delivered to a transferee offered pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or Section 4 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) use its best efforts to prepare and file with the SEC a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective; provided, however, that (x) before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”"HOLDERS' COUNSEL") and any other Inspector (as hereinafter defined) with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The review of Holders' Counsel, and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty twelve (18012) days months and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement registration statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement;
(ciii) as soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securitiesregistration statement, at least one executed copy copies of such Registration Statement registration statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementregistration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly use its reasonable best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;
(vi) notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such registration statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each seller a reasonable number of any changes copies of a supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3 or Section 4, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(viii) make available for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, Holders' Counsel and any attorney, accountant or other agent retained by clauses any such seller or any managing underwriter (iiieach, an "INSPECTOR" and collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (ivz) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each seller of Section 7.1(e)Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(ix) if such sale is pursuant to an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as promptly as practicable, Holders' Counsel or the managing underwriter reasonably request;
(x) use its reasonable best efforts to promptly obtain furnish, at the withdrawal request of any such order or suspension and shall immediately notify each seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of any counsel representing the Company for the purposes of such withdrawalregistration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller may reasonably request and are customarily included in such opinions;
(hxi) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixiii) keep Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Section 3 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 4 hereunder;
(jxiv) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
National Association of Securities Dealers, Inc. (k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company"NASD"); and
(mxv) use reasonable best efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or Section 4 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) use its best efforts to prepare and file with the SEC a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective; provided, however, that (x) before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”"HOLDERS' COUNSEL") and any other Inspector (as hereinafter defined) with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The review of Holders' Counsel, and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC such amendments and supplements supplement to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty twenty-four (18024) days months and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement registration statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement;
(ciii) as soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securitiesregistration statement, at least one executed copy copies of such Registration Statement registration statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementregistration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly use its best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;
(vi) notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such registration statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each seller a reasonable number of any changes copies of a supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3 or Section 4, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(viii) make available for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, Holders' Counsel and any attorney, accountant or other agent retained by clauses any such seller or any managing underwriter (iiieach, an "INSPECTOR" and collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hix) if such sale is pursuant to an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably request;
(x) use its best efforts to furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller may reasonably request and are customarily included in such opinions;
(xi) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixiii) keep Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Section 3 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 4 hereunder;
(jxiv) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
National Association of Securities Dealers, Inc. (k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company"NASD"); and
(mxv) use best efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Doctors Health System Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts under Section 2.1 to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSecurities, the Company shall, as expeditiously promptly as possiblepracticable:
(a) before filing prepare and file with the SEC a Registration Statement with respect to such Registrable Securities sought to be included therein; provided that at least five (5) Business Days prior to filing any Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by furnish to the Designated Holders holding a majority of the Registrable Securities being registered in covered by such registration (“Holders’ Counsel”) with an adequate Registration Statement, their counsel and appropriate any managing underwriter copies of all such documents proposed to be filed, and any such Holder shall have the opportunity to review and comment on any information pertaining solely to such Holder and its plan of distribution that is contained therein and the Company shall make the corrections reasonably requested by such Holder or the managing underwriter with respect to such information prior to filing any such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if enteredamendment;
(b) prepare and file with the SEC such amendments and supplements post-effective amendments to such any Registration Statement and the prospectus any Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3Required Period, and if not cause the Prospectus to be supplemented by any required prospectus supplement, and as so specified thereinsupplemented to be filed pursuant to Rule 424 under the Securities Act, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement for the Required Period; provided that at least five (5) Business Days prior to filing any such amendments and post-effective amendments or supplements thereto that modify any information pertaining solely to such Holder and its plan of distribution, the Company shall furnish to the Holders of the Registrable Securities covered by such Registration Statement during Statement, their counsel and the managing underwriter copies of all such period in accordance documents proposed to be filed, and any such Holder or managing underwriter shall have the opportunity to comment on any information pertaining solely to such Holder and its plan of distribution that is contained therein and the Company shall make the corrections reasonably requested by such Holder and the managing underwriter with the intended methods of disposition by the sellers thereof set forth in respect to such information prior to filing any such amendment, post-effective amendment or supplement to any such Registration Statement;
(c) furnish to each seller the Holders of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of Securities covered by such Registration Statement as is proposed to be filed, and thereafter any managing underwriter such number numbers of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectusor free writing prospectus prepared by the Company) in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerthem;
(d) register or qualify such notify the Holders of Registrable Securities covered by such Registration Statement, promptly after the Company shall have received notice thereof, of the time when such Registration Statement becomes or is declared effective or when any amendment or supplement or any Prospectus forming a part of such Registration Statement has been filed, other than reports or schedules filed with the SEC which are automatically incorporated by reference in such Registration Statement or Prospectus;
(e) notify the Holders of Registrable Securities covered by such Registration Statement promptly of any request by the SEC for the amending or supplementing of such Registration Statement or Prospectus or for additional information pertaining to the offer of Registrable Securities under such Registration Statement and promptly deliver to such Holders copies of any such comments received from the SEC;
(f) notify the Holders promptly of any stop order suspending the effectiveness of such Registration Statement or Prospectus or the initiation of any proceedings for that purpose, and use reasonable efforts to obtain the withdrawal of any such order or the termination of such proceedings;
(g) use reasonable efforts to register and qualify the Registrable Securities covered by such Registration Statement under such other securities or “blue sky” laws sky Laws of such jurisdictions within the United States as any seller of Registrable Securities may shall be reasonably requestrequested by the Holders, and continue use reasonable efforts to keep each such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdictioneffective, including through new filings, or for as long as amendments or renewals, during the Required Period, and notify the Holders of Registrable Securities covered by such Registration Statement of the receipt of any written notification with respect to any suspension of any such seller reasonably requests registration or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerqualification; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdictionstates or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(eh) promptly notify each seller Holder of Registrable Securities: (i) Securities covered by such Registration Statement at any time when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment Prospectus relating thereto is required to a Registration Statement (but only if relating to Registrable Securities) has been filed with be delivered under the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Securities Act of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact Prospectus included in such Registration Statement or related prospectus any offering memorandum or any other document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that misleading in the case circumstances then existing. Upon receiving such notice, each Holder of Registrable Securities covered by such Registration Statement shall immediately cease any offer or sales of such prospectus, it will Registrable Securities under such Registration Statement as well as any further delivery of the Prospectus related thereto until such time as the Company notifies such Holder that the Registration Statement and Prospectus have been supplemented or amended so as to 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, therein not misleading; and (vi) determination by counsel of . After delivering a notice pursuant to this paragraph, the Company that a post-effective amendment agrees to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Prospectus or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary file any other required document so that, after delivery as thereafter delivered to the purchasers of such Registrable Securities, in the case of the Registration Statement, it such Prospectus will not contain any an 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; provided, however, that if the Company’s Chief Executive Officer determines in good faith that the public disclosure of certain information necessary to so amend or supplement the Prospectus would be materially detrimental to the Company and that in its stockholders at such time, then the case Company may delay the preparation and filing of such prospectus, it will not contain any untrue statement of a material fact supplement or omit to state any material fact required to be stated therein or necessary to make amendment until the statements therein, in light earlier of the circumstances under which they were made, not misleadingtime such conditions no longer exist and 60 days following the delivery of the original notice pursuant to this paragraph;
(gi) upon the occurrence of permit any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller Holder of Registrable Securities covered by such Registration Statement, which Holder in its reasonable judgment would be deemed to be an underwriter with respect to an Underwritten Offering pursuant to which such Registrable Securities are being offered, or to be a controlling Person of any the Company, to reasonably participate in the preparation of such withdrawalRegistration Statement and to require the insertion therein of information to the extent concerning such Holder, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(hj) use reasonable efforts to comply with all applicable rules and regulations of the SEC relating to such registration and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act, provided that the Company will be deemed to have complied with this Section 2.8(j) with respect to such earning statements if it has satisfied the provisions of Rule 158 under the Securities Act;
(k) if requested by a managing underwriter or any selling Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information the managing underwriter or any selling Holder reasonably requests to be included therein, with respect to the Registrable Securities being sold by such selling Holder, including, without limitation, the purchase price being paid therefor by the underwriters and with respect to any terms of the Underwritten Offering of Registrable Securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(l) cause all such the Registrable Securities covered by such Registration Statement to be listed on each securities exchange exchange, if any, on which similar securities issued by the Company are Common Stock is then listed; provided, that the applicable listing requirements are satisfied;and
(im) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities selling Holder and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration StatementFinancial Industry Regulatory Authority, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration StatementInc., provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyif any.
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities the Company is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestunder this Section 2, the Company shall, at its expense and as expeditiously as possiblemay be practicable:
(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its 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, use reasonable efforts to keep such registration statement effective for not less than 120 days, unless all Registrable Securities included therein are earlier sold; provided, however, that (i) before filing a Registration Statement or prospectus any registration statement or any amendments or supplements thereto relating to Registrable Securities, the Company shall will provide a single counsel selected by to the Designated Holders holding a majority of the whose Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate are included therein and appropriate their counsel a reasonable opportunity to review and comment thereon before the filing thereof and (ii) the Company will not file any such registration statement, amendments or supplements thereto to which any such Holder or its counsel shall reasonably object on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s controla timely basis. The Company shall reasonably cooperate with Holders’ Counsel in performing parties agree that the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel “Plan of Distribution” section of any registration statement and each seller related prospectus covering an offering of Registrable Securities to be made on a continuous or delayed basis pursuant to Rule 415 shall be substantially in the form of any stop order issued Annex A hereto or threatened as otherwise advised by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;Holders.
(b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act applicable law with respect to the disposition of all securities of the Registrable Securities covered by such Registration Statement during registration statement provided, however, that (i) before filing any such period in accordance with amendment or supplement the intended methods of disposition by Company will provide to the sellers Holders whose Registrable Securities are included therein and their counsel a reasonable opportunity to review and comment thereon before the filing thereof set forth in and (ii) the Company will not file any such Registration Statement;amendment or supplement to which any such Holder or its counsel shall reasonably object on a timely basis (unless counsel to the Company opines to the Company that the Company is required to file such amendment or supplement pursuant to applicable law).
(c) furnish Use its best efforts to each seller have such Registrable Securities approved for listing on the New York Stock Exchange, Inc. (to the extent that any such Registrable Securities have not previously been approved for listing thereon).
(d) Furnish to the Holders of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy Securities registering such securities such numbers of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementa prospectus, each amendment and supplement thereto including a preliminary prospectus (in each case including all exhibits theretothe event of an underwritten offering), in conformity with the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) requirements of applicable law, and such other documents or prospectus as each such seller Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;it.
(de) Use reasonable efforts to register or and qualify such Registrable Securities under such other the securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue covered by such registration or statement under state blue sky laws in any U.S. jurisdictions in which such registration and qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as is reasonably requested by any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerHolder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdiction;jurisdictions.
(ef) promptly In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form and substance as agreed to by the Company and the managing underwriter of such offering.
(g) Promptly notify each seller of Registrable Securitiesthe Holders in writing: (i) when a prospectusthe registration statement, the prospectus or any prospectus supplement, a Registration Statement supplement related thereto or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) the registration statement has been filed with the SECfiled, and, with respect to a Registration Statement the registration statement or any post-effective amendment (but only if relating to Registrable Securities)thereto, when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement the registration statement or related prospectus or any written request by the SEC for additional information (but only if relating to Registrable Securities)information; (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities the registration statement or of prospectus or any order suspending amendment or preventing the use of any related prospectus supplement thereto or the initiation or threatening of any proceedings by any person for that purpose, and promptly use its reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; and (iv) of the receipt by the Company of any written 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 overt threat of any proceedings proceeding for such purpose; .
(vh) Notify the Holders in writing on a timely basis, at any time when a prospectus relating to such Registrable Securities is required to be delivered under applicable law, of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed omits to state a material fact required to be incorporated stated therein by reference untrue or which would require necessary to make the making statements therein not misleading and at the request of any changes such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the Registration Statement or offerees of such securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case . Upon receipt of such prospectus, it will not contain any untrue statement notice 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated of the kind described in the preceding sentence, each Holder will cease using such prospectus until receipt by clause the Holders of the copies of such supplemented or amended prospectus. If so requested by the Company, each Holder will deliver to the Company any copies of such prospectus then in its possession (vother than one permanent file copy). If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective as provided in Section 2.3(a) hereof by the number of Section 7.1(e)days during the period from and including the date of the giving of such notice to the date when the Company shall make available to the Holders such supplemented or amended prospectus.
(i) Furnish, as promptly as practicableat the request of any Holder participating in the registration, prepare a supplementon the date that such Registrable Securities are delivered to the underwriters for sale, amendment or post-effective amendment if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such Registration Statement or related prospectus securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and furnish substance as is customarily given to each seller underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders participating in the registration, addressed to the underwriters, if any, and to the Holders participating in the registration of Registrable Securities and (ii) a reasonable number of copies “Cold Comfort” letter dated as of such supplement date, from the independent certified public accountants to the underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders participating in the registration, addressed to the board of directors of the Company, to the underwriters, if any, and if permitted by applicable accounting standards, to the Holders participating in the registration of Registrable Securities.
(j) Use reasonable efforts to cause the transfer agent to remove restrictive legends on certificates representing the securities covered by such registration statement, as the Company determines to be appropriate, upon advice of counsel.
(k) Prepare and file with the SEC, promptly upon the request of any such Holders, any amendments or an amendment or post-effective amendment of supplements to such Registration Statement registration statement or prospectus as may be necessary so thatwhich, after delivery to in the purchasers opinion of counsel for such Holders, is required under the Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities by such Holders.
(l) Make available for inspection by any Holder of such Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such Holder or underwriter (collectively, the case “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Registration StatementCompany (collectively, it will not contain the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any untrue statement such Inspector in connection with such registration statement. Any of a material fact or omit to state any material fact required the Information that the Company determines in good faith to be stated therein or necessary to make the statements therein not misleadingconfidential, and that in of which determination the case Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the release of such prospectusInformation is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, it will not contain any untrue statement of a material fact or omit (ii) such Information has been made generally available to state any material fact required to be stated therein or necessary to make the statements thereinpublic, in light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) as necessary to enforce a Holder’s rights under this Agreement or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller Holder of Registrable Securities of any requiring such withdrawal;
(h) cause all such Registrable Securities information agrees to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised enter into a confidentiality agreement in writing as customary form and subject to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller customary exceptions. Each Holder of Registrable Securities shall be responsible for any breach of the foregoing covenant by any Inspector retained by or on behalf of such Holder. Each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential and the Inspectors shall not disclose such Information until such action is determined.
(m) Provide a CUSIP number for the Registrable Securities included in any registration statement not later than the effective date of such registration statement.
(n) Cooperate with each selling Holder and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;National Association of Securities Dealers, Inc.
(ko) cooperate with During the Designated Holders of period when the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares prospectus is required to be delivered under the Act, promptly file all documents required to a transferee be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.
(p) Make generally available to its securityholders, as soon as reasonably practicable, an earnings statement covering a Registration Statementperiod of 12 months, beginning within three months after the effective date of the registration statement, which certificates earnings statement shall be free satisfy the provisions of any restrictive legends Section 11(a) of the Act and in such denominations the rules and registered in such names as such Designated Holders may request;regulations of the SEC thereunder.
(lq) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the Provide a transfer agent for and registrar (which may be the Registrable Shares one or more certificates same entity) for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; andSecurities.
(mr) Use its reasonable efforts to take all other steps reasonably necessary and advisable to effect the registration of the such Registrable Securities pursuant to the terms contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Liberty Media Corp /De/)
Obligations of the Company. Whenever In connection with the registration of Registrable Securities is required or requested pursuant to this Agreementsale of the Consideration Shares, the Company shall use its commercially reasonable efforts to effect have the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possiblefollowing obligations:
(a) before filing a The Company shall prepare promptly, and file with the Commission not later than the Filing Date, the Resale Registration Statement with respect to the Consideration Shares and thereafter use its reasonable best efforts to cause such Resale Registration Statement to become effective as soon as possible after such filing with the Commission, and keep the Resale Registration Statement effective until the earlier of the second anniversary of the Closing Date or prospectus or the sale of all of the Consideration Shares (the "Registration Period"), which Resale Registration Statement (including any amendments or supplements thereto relating and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to Registrable Securities, the Company shall provide state a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) material fact required to be filed with stated therein, or necessary to make the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;statements therein not misleading.
(b) The Company shall prepare and file with the SEC Commission such amendments (including post-effective amendments) and supplements to such the Resale Registration Statement and the prospectus used in connection therewith with the Resale Registration Statement as may be necessary to keep such the Resale Registration Statement effective for at all times during the period specified in Section 3Registration Period, and if not so specified thereinand, the lesser of (i) one hundred and eighty (180) days and (ii) during such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall period, comply with the provisions of the Securities Act with respect to the disposition of all securities Consideration Shares covered by such the Resale Registration Statement during until such period time as all of such Consideration Shares have been disposed of in accordance with the intended methods of disposition by the sellers thereof Selling Holders as set forth in such the Resale Registration Statement;. The Company shall use its reasonable best efforts to cause any amendment to the Resale Registration Statement to become effective as soon as practicable following the filing thereof.
(c) The Company shall furnish to each seller the Selling Holders (i) promptly (but in no event more than two (2) business days) after the same is prepared and filed with the Commission, one copy of Registrable Securities, prior to filing a the Resale Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filedand any amendment thereto, and thereafter (ii) such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary a prospectus and any summary prospectus) all amendments and supplements thereto as such other documents or prospectus as each such seller Selling Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities Consideration Shares owned by such seller;Selling Holders. The Company will immediately notify each Selling Holder by facsimile of the effectiveness of Resale Registration Statement or any post-effective amendment. The Company will promptly respond (but in no event more than twenty (20) business days) to any and all comments received from the Commission, with a view towards causing Resale Registration Statement or any amendment thereto to be declared effective by the Commission as soon as practicable.
(d) The Company shall use reasonable efforts to (i) register or and qualify such Registrable Securities the Consideration Shares covered by the Resale Registration Statement under such other securities or “"blue sky” " laws of such jurisdictions in the United States as any seller of Registrable Securities may the Selling Holders reasonably request, (ii) prepare and continue file in those jurisdictions such registration or qualification amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect in such jurisdiction for as long as permissible pursuant to at all times during the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortestRegistration Period, and do any and (iv) take all other acts and things which may be actions reasonably necessary or advisable to enable any such seller to consummate qualify the public Consideration Shares for sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerjurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (ia) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d3(d), or (iib) subject itself to general taxation in any such jurisdiction, (c) file a general consent to general service of process in any such jurisdiction;, (d) provide any undertakings that cause the Company undue expense or burden, or (e) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders.
(e) As promptly as practicable after becoming aware of such event, the Company shall notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Selling Holder of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) event, of which the Company has knowledge knowledge, as a result of which makes any statement of a material fact in such Registration Statement or related the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, included in the case of the Resale Registration Statement, it will not contain any as then in effect, includes an untrue statement of a material fact or omit omission to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in use its reasonable best efforts promptly to prepare a supplement or amendment to the case of Resale Registration Statement to correct such 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 thereinomission, in the light of the circumstances under which they were made, not misleading; and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to deliver such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement or amendment to each Selling Holder as such Selling Holder may reasonably request; provided that, the Company may delay the disclosure of material non-public information concerning the Company (as well as prospectus or an amendment or post-effective amendment of such Resale Registration Statement or prospectus as may be necessary so that, after delivery to updating) the purchasers disclosure of such Registrable Securitieswhich at the time is not, in the case good faith opinion of the Registration StatementCompany, 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 not misleading, and that in the case of such 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 light best interests of the Company (an "Allowed Delay"); provided, further, that the Company shall promptly (i) notify the Selling Holders in writing of the existence of (but in no event, without the prior written consent of the Selling Holders, shall the Company disclose to such Selling Holders any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay and (ii) advise the Selling Holders in writing to cease all sales under which they were madesuch Resale Registration Statement until the end of the Allowed Delay. Upon expiration of the Allowed Delay, not misleading;the Company shall again be bound by the first sentence of this Section 3(e) with respect to the information giving rise thereto.
(gf) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, The Company shall use its reasonable best efforts to promptly prevent the issuance of any stop order or other suspension of effectiveness of the Resale Registration Statement, and, if such an order is issued, to obtain the withdrawal of any such order or suspension at the earliest moment and shall immediately to notify each seller Selling Holder of Registrable Securities the issuance of such order and the resolution thereof.
(g) The Company shall permit a single firm or counsel designated by the Selling Holders, at the expense of the Selling Holders, to review such Resale Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC, and not file any document in a form to which such withdrawal;counsel reasonably objects. The sections of such Resale Registration Statement covering information with respect to the Selling Holders, the Selling Holder's beneficial ownership of securities of the Company or the Selling Holders intended method of disposition of Consideration Shares shall conform to the information provided to the Company by each of the Selling Holders.
(h) The Company shall cause all such Registrable Securities the Consideration Shares covered by the Resale Registration Statement to be listed on each national securities exchange on which similar securities of the same class or series issued by the Company are then listed; provided, that if any, if the applicable listing requirements are satisfied;of such Consideration Shares is then permitted under the rules of such exchange.
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the The Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably reasonable actions necessary to expedite and advisable facilitate disposition by the Selling Holders of Consideration Shares pursuant to effect the registration of the Registrable Securities contemplated herebyResale Registration Statement.
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the The Company shall, as expeditiously as possible:reasonably possible with respect to each Registration Statement:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, Prepare and file with the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on SEC such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) with respect to be filed with the SEC, subject to such documents being under the Company’s controlRegistrable Securities. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare Prepare and file with the SEC such amendments and supplements post-effective amendments to such Registration Statement and the any prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3continuously effective, and if not so specified thereincause the prospectus to be supplemented pursuant to Rule 424 under the Securities Act, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such Registration Statement during Statement; provided that, unless such obligation or period in accordance with the intended methods of disposition is waived by the sellers thereof set forth in such Registration Statement;
Securityholder Agent, at least ten (c10) furnish to each seller of Registrable Securities, days prior to filing a Registration Statement relating any such amendments and post-effective amendments or supplements thereto, the Company shall furnish to Registrable Securities, at least one executed copy of the Securityholder Agent all such Registration Statement as is documents proposed to be filed, the Securityholder Agent shall have the opportunity to comment on any information that is contained therein and thereafter the Company shall consider all such comments in good faith and make the corrections reasonably requested by the Securityholder Agent with respect to any information pertaining solely to the Investors and the plan of distribution prior to filing any such documents.
(c) Furnish to the Securityholder Agent such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary or free writing prospectus) in conformity with the requirements of the Securities Act, and furnish such other documents or prospectus as each such seller the Securityholder Agent may reasonably request on behalf of the Investors in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;the Investors.
(d) Notify the Securityholder Agent promptly (and in no event more than 24 hours) after the Company shall receive notice of the time when such Registration Statement becomes or is declared effective or when any amendment or supplement or any prospectus forming a party of such Registration Statement has been filed.
(e) Notify the Securityholder Agent promptly of any request by the SEC for the amending or supplementing of such Registration Statement or prospectus or for additional information and promptly deliver to the Securityholder Agent any comments received from the SEC.
(f) Notify the Securityholder Agent promptly of any stop order suspending the effectiveness of such Registration Statement or prospectus or the initiation of any proceedings for that purposes, and use all commercially reasonable efforts to obtain the withdrawal of any such order or the termination of such proceedings at the earliest practicable time.
(g) Use all commercially reasonable efforts to register or and qualify such the Registrable Securities covered by such Registration Statement under such other securities or “blue sky” sky laws of such jurisdictions as any seller of Registrable Securities may shall be reasonably requestrequested by the Securityholder Agent, and continue use reasonable efforts to keep such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdictioneffective, including through new filings, or for as long as amendments or renewals, and notify the Securityholder Agent of the receipt of any written notification with respect to any suspension of any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerqualification; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdiction;states or jurisdictions, except as may be required by the Securities Act.
(eh) promptly Promptly notify each seller of Registrable Securities: (i) the Securityholder Agent at any time when a prospectus, any prospectus supplement, a relating to such Registration Statement or a post-effective amendment is required to a Registration Statement (but only if relating to Registrable Securities) has been filed with be delivered under the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Securities Act of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus any offering memorandum or any other offering document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits 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 such 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, misleading in the light of the circumstances under which they were madethen existing, not misleading; and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement prospectus or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary file any other required document so that, after delivery as thereafter delivered to the purchasers of such Registrable Securities, in the case of the Registration Statement, it such prospectus will not contain any an 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.
(i) Use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC relating to such registration and make available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act; provided that the Company will be deemed to have complied with this Section 2.3(i) with respect to such earning statements if it has satisfied the provisions of Rule 158 promulgated under the Securities Act.
(j) If requested by the Securityholder Agent, promptly incorporate in a prospectus supplement or post-effective amendment such information as the Securityholder Agent reasonably requests to be included therein, with respect to the Registrable Securities being sold by the Investors, and that in the case promptly make all required filings of such prospectus, it will not contain any untrue statement of a material fact prospectus supplement or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;post-effective amendment.
(gk) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its Use all commercially reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of cause all Registrable Securities of any covered by such withdrawal;
(h) cause all such Registrable Securities Registration Statement to be listed on each securities exchange exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;.
(l) Provide a transfer agent and registrar and, as needed, a depositary, for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the Required Effectiveness Date effective date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.registration.
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3, Section 4 or Section 5 of this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s 's control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold; provided, that if the S-3 Initiating Holders have requested that an S-3 Registration be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act, then the Company shall keep such Registration Statement effective until all Registrable Securities covered by such Registration Statement have been sold; and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(gvi) upon enter into and perform customary agreements (including an underwriting agreement in form requested by the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other information meetings organized by the Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by clauses any such seller or any managing underwriter (iiieach, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hviii) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;
(ix) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(x) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixii) keep Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; providedunder Section 3, that the Company shall provide Holders’ Counsel with all correspondence with Staff Section 4 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 5 hereunder;
(jxiii) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanyNASD; and
(mxiv) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Article III of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single to counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration Holder (“Holders’ Holder’s Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The , provided, that in no event shall such review period be required to be more than five (5) days, and the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Holder’s Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take use all actions required reasonable efforts to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) 180 days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d4.1(d), (B) subject itself to taxation in any such jurisdiction or (iiC) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority governmental authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge Knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement or prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e4.1(e), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;.
(g) upon furnish, at the occurrence request of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective and dated as of any such withdrawaldate, an opinion of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(h) if such sale is pursuant to an underwritten offering, (A) obtain “comfort” letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as holder’s Counsel or the managing underwriter reasonably requests; (B) enter into a customary underwriting agreement or purchase agreement with the underwriter containing representations and warranties, covenants and legal opinion addressed to the Designated Holder and the underwriters in form, substance and scope as would customarily made by the Company to underwriters and the Designated Holder in similar offerings of securities; or (C) deliver such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Designated Holder and to the underwriter(s);
(i) comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(j) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(ik) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required under Article III hereunder;
(jl) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate NASD; provided, that the Company shall not be required to incur material expenses or obligations in connection with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale its obligations under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companythis Section 4.1(l); and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Satcon Technology Corp)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts under Section 2.2 to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestpursuant to an Underwritten Offering, the Company shall, as expeditiously as reasonably possible:
(a) before filing prepare and file with the SEC a Registration Statement with respect to such Registrable Securities sought to be included therein; provided, that at least three (3) Business Days prior to filing any Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by furnish to GBH, its counsel, the Designated Holders holding a majority Underwriter or GBH Underwriter copies of all such documents proposed to be filed, and GBH shall have the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on any information pertaining solely to GBH and its plan of distribution that is contained therein and the Company shall make the corrections reasonably requested by GBH, the Underwriter or GBH Underwriter with respect to such information prior to filing any such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if enteredamendment;
(b) prepare and file with the SEC such amendments and supplements post-effective amendments to such any Registration Statement and the prospectus any Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for until the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period date on which will terminate when all Registrable Securities covered by such Registration Statement have been are sold pursuant thereto, and shall cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement until the date on which all Registrable Securities covered by such Registration Statement during are sold pursuant thereto; provided, that at least three (3) Business Days prior to filing any such period in accordance amendments and post effective amendments or supplements thereto, the Company shall furnish to GBH, its counsel, the Underwriter or GBH Underwriter copies of all such documents proposed to be filed, and any of GBH, the Underwriter or GBH Underwriter shall have the opportunity to comment on any information pertaining solely to GBH and its plan of distribution that is contained therein and the Company shall make the corrections reasonably requested by GBH, the Underwriter or GBH Underwriter with the intended methods of disposition by the sellers thereof set forth in respect to such information prior to filing any such Registration StatementStatement or amendment;
(c) furnish to each seller GBH, the Underwriter or GBH Underwriter such numbers of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectusProspectus or free writing Prospectus) in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such sellerSecurities;
(d) notify GBH, promptly after the Company shall receive notice thereof, of the time when such Registration Statement becomes or is declared effective or when any amendment or supplement or any Prospectus forming a part of such Registration Statement has been filed;
(e) notify GBH promptly of any request by the SEC for the amending or supplementing of such Registration Statement or Prospectus or for additional information and promptly deliver to GBH copies of any comments received from the SEC;
(f) notify GBH promptly of any stop order suspending the effectiveness of such Registration Statement or Prospectus or the initiation of any proceedings for that purpose, and use all reasonable efforts to obtain the withdrawal of any such order or the termination of such proceedings;
(g) use all reasonable efforts to register or and qualify such the Registrable Securities covered by such Registration Statement under such other securities or “blue sky” laws sky Laws of such jurisdictions as any seller of Registrable Securities may shall be reasonably requestrequested by GBH, and continue use all reasonable efforts to keep each such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdictioneffective, including through new filings, or for as long as amendments or renewals, until the date on which all Registrable Securities covered by such Registration Statement are sold pursuant thereto, and notify GBH of Registrable Securities covered by such Registration Statement of the receipt of any written notification with respect to any suspension of any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such sellerqualification; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business as or to file a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) general consent to general service of process in any such jurisdictionstates or jurisdictions;
(eh) enter into and perform its obligations under an underwriting agreement or placement agreement, as applicable, in usual and customary form with the Underwriter or GBH Underwriter of the Underwritten Shelf Takedown or Block Trade, as applicable, pursuant to which such Registrable Securities are being offered;
(i) use all reasonable efforts to obtain: (A) at the time of any Block Trade or Underwritten Shelf Takedown pursuant to such Registration Statement, a comfort letter and a “bring-down comfort letter,” dated as of the date of such sale, from the Company’s independent certified public accountants covering such matters of the type customarily covered by a comfort letter and a “bring-down comfort letters” as the Underwriter and GBH Underwriter may reasonably request; (B) an opinion and a negative assurances letter of counsel to the Company in customary form and covering such matters of the type customarily covered by such letters as the Underwriter or GBH Underwriter may reasonably request; (C) customary certificates executed by authorized officers of the Company as the Underwriter or GBH Underwriter may reasonably request; and (D) use all reasonable efforts to obtain an opinion or opinions addressed to the Underwriter or GBH Underwriter in customary form and scope from counsel for the Company;
(j) promptly notify each seller of Registrable Securities: (i) GBH at any time when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment Prospectus relating thereto is required to a Registration Statement (but only if relating to Registrable Securities) has been filed with be delivered under the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) Securities Act of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact Prospectus included in such Registration Statement or related prospectus any offering memorandum or any other offering document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any includes an untrue statement of a material fact or omit omits 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 such 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, misleading in the light of the circumstances under which they were madethen existing, not misleading; and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Prospectus or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary file any other required document so that, after delivery as thereafter delivered to the purchasers of such Registrable Securities, in the case of the Registration Statement, it such Prospectus will not contain any an 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 that in the case of such 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 light of the circumstances under which they were made, not misleading;
(gk) permit GBH, if in GBH’s reasonable judgment GBH could reasonably be deemed to be an underwriter with respect to the Underwritten Offering, or to be a controlling Person of the Company, to reasonably participate in the preparation of such Registration Statement and to require the insertion therein of information to the extent concerning GBH, furnished to the Company in writing, which in the reasonable judgment of GBH and its counsel should be included;
(l) upon reasonable notice and during normal business hours, subject to the occurrence Company receiving customary confidentiality undertakings or agreements from GBH or other person obtaining access to Company records, documents, properties or other information pursuant to this Section 2.5(l), make available for inspection by a representative of GBH, the Underwriter and GBH Underwriter and any event contemplated attorneys or accountants retained by clauses any of GBH, the Underwriter or GBH Underwriter, relevant financial and other records, pertinent corporate documents and properties of the Company, and use all reasonable efforts to cause the officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, GBH Underwriter, attorneys or accountants in connection with the Registration Statement;
(iiim) with respect to each of the six (6) Underwritten Shelf Takedowns, participate, to the extent requested by the Underwriter or GBH Underwriter, in efforts extending for no more than five (iv5) Business Days scheduled by such Underwriter and reasonably acceptable to the Company’s senior management, to sell the Registrable Securities being offered pursuant to such Underwritten Shelf Takedowns (including participating during such period in customary “roadshow” meetings);
(n) use all reasonable efforts to comply with all applicable rules and regulations of the SEC relating to such registration and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act, provided that the Company will be deemed to have complied with this Section 7.1(e)2.5(n) with respect to such earning statements if it has satisfied the provisions of Rule 158;
(o) if requested by the Underwriter or GBH Underwriter, promptly incorporate in a Prospectus supplement or post-effective amendment such information as promptly as practicablethe Underwriter and GBH Underwriter reasonably requests to be included therein, use its reasonable best efforts with respect to promptly obtain the withdrawal Registrable Securities being sold by GBH, including, without limitation, the purchase price being paid therefor by the Underwriter or GBH Underwriter and with respect to any other terms of any such order or suspension and shall immediately notify each seller the Underwritten Offering of Registrable Securities to be sold in such offering, and promptly make all required filings of any such withdrawalProspectus supplement or post-effective amendment;
(hp) cause all such the Registrable Securities covered by such Registration Statement to be listed on each securities exchange exchange, if any, on which similar equity securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(iq) keep Holders’ Counsel reasonably advised in writing as to cooperate with GBH, the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff Underwriter or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter GBH Underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;Financial Industry Regulatory Authority, Inc., if any; and
(kr) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation provide and delivery of certificates representing such Registrable Shares cause to be delivered to maintained a transferee pursuant to transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) date not later than the Required Effectiveness Date effective date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3, Section 4 or Section 5 of this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission (as promptly as practicable, but in any event not later than sixty (60) days after receipt of a request to file a Registration Statement with respect to Registrable Securities) a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesin which Platinum is a selling stockholder, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration Platinum (“Holders’ Counsel”) and any other Inspector (as hereinafter defined) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty 180 days (180except in the case of a registration filed pursuant to Rule 415 of the Securities Act or any successor rule or regulation) days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(gvi) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5, as the case may be) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders’ Counsel and any attorney or accountant retained by clauses any such seller or any managing underwriter (iiieach, an “Inspector” and collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hviii) if such sale is pursuant to an underwritten offering, obtain a “cold comfort” letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;
(ix) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(x) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixii) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(kxiii) cooperate use its commercially reasonable efforts to cause the Registrable Securities covered by such Registration Statement to be registered with the Designated Holders or approved by such other governmental agencies or authorities as may be reasonably necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Shares Securities to facilitate consummate the timely preparation and delivery disposition of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may requestSecurities;
(lxiv) not later than the Required Effectiveness Date keep each seller of Registrable Securities advised as to all material developments of any Registration Statementregistration under Sections 3, 4 or 5 hereunder;
(xv) provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, officers’ certificates and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyother customary closing documents; and
(mxvi) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyhereby and reasonably cooperate with the holders of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Urigen Pharmaceuticals, Inc.)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or Section 4 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) use its best efforts to prepare and file with the SEC a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective; provided, however, that (x) before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”"HOLDERS' COUNSEL") and any other Inspector (as hereinafter defined) with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The review of Holders' Counsel, and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty twelve (18012) days months and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement registration statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement;
(ciii) as soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securitiesregistration statement, at least one executed copy copies of such Registration Statement registration statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementregistration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly use its reasonable best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;
(vi) notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such registration statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each seller a reasonable number of any changes copies of a supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3 or Section 4, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(viii) make available for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, Holders' Counsel and any attorney, accountant or other agent retained by clauses any such seller or any managing underwriter (iiieach, an "INSPECTOR" and collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (ivz) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each seller of Section 7.1(e)Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(ix) if such sale is pursuant to an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as promptly as practicable, Holders' Counsel or the managing underwriter reasonably request;
(x) use its reasonable best efforts to promptly obtain furnish, at the withdrawal request of any such order or suspension and shall immediately notify each seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of any counsel representing the Company for the purposes of such withdrawalregistration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller may reasonably request and are customarily included in such opinions;
(hxi) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixiii) keep Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Section 3 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 4 hereunder;
(jxiv) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
National Association of Securities Dealers, Inc. (k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company"NASD"); and
(mxv) use reasonable best efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby. The Ad Hoc Stockholders acknowledge and agree that the Company shall be permitted to satisfy the Company's notice and delivery requirements pursuant to this Section 6(a) with respect to the Ad Hoc Stockholders by providing notices and documents to the Ad Hoc Stockholders' Representative only (and not all of the Ad Hoc Stockholders). All requests to the Company by the Ad Hoc Stockholders pursuant to this Section 6(a) shall be made to the Ad Hoc Stockholders' Representative, and the Ad Hoc Stockholders' Representative shall promptly forward all such requests to the Company. The Company shall have no obligation to satisfy any request of the Ad Hoc Stockholders made pursuant to this Section 6(a), unless such request is made by the Ad Hoc Stockholders' Representative on behalf of Ad Hoc Stockholders holding at least 60% of the Registrable Securities owned in the aggregate by all of the Ad Hoc Stockholders.
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to this AgreementSection 6.3 or 6.4, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) Prepare and file with the Commission (as promptly as practicable, but in any event not later than 90 days after receipt of a request to file a registration statement with respect to Registrable Securities) a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such registration statement to become effective; provided, that before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall (A) provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) ' Counsel with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, which documents shall be subject to such documents being under the Company’s control. The Company shall reasonably cooperate with review of Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly ' Counsel, and (B) notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare Prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the a period specified in Section 3, and if of not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) less than 9 months or such shorter period which will terminate when all Registrable Securities covered by such Registration Statement registration statement have been sold (but not before the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and shall Rule 174 thereunder, if applicable), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement;
(ciii) As soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securitiesregistration statement, at least one executed copy copies of such Registration Statement registration statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementregistration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) Use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” sky laws of such jurisdictions as any seller of Registrable Securities may reasonably requestrequests, and to continue such registration or qualification in effect in such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, or for 6 months, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(ev) promptly notify Use its reasonable best efforts to cause the Registrable Securities covered by such registration statement to be listed with any securities exchange or automated quotation system upon which Equity Securities of the same class (or series, if applicable) are then listed;
(vi) Use its reasonable best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;
(vii) Notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such registration statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each seller a reasonable number of any changes copies of a supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(gviii) Enter into and perform customary agreements (including an underwriting agreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in Sections 6.3 or 6.4) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(ix) Make available for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, any Holders' Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (A) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or to confirm that no such misstatement or omission has been made, (B) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (C) the information in such Records has been made generally available to the public or is required to be filed with, or made available as supplemental information to, the Commission. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the occurrence Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(x) If such sale is pursuant to an underwritten offering, obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriters reasonably request;
(xi) Furnish, at the request of any event contemplated by clauses seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller or underwriters may reasonably request and are customarily included in such opinions;
(iiixii) or (iv) of Section 7.1(e), as promptly as practicable, Otherwise use its reasonable best efforts to promptly obtain comply with all applicable rules and regulations of the withdrawal Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of any such order or suspension and shall immediately notify the registration statement, an earnings statement covering a period of 12 months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act;
(xiii) Keep each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, that the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Section 6.3 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required 6.4 hereunder;
(jxiv) provide reasonable cooperation to Provide officers' certificates and other customary closing documents;
(xv) Cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of NASD or any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companysecurities exchange; and
(mxvi) Use its reasonable best efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyhereby and cooperate with the holders of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto.
Appears in 1 contract
Samples: Limited Partnership Agreement (National Auto Finance Co Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to under this Agreement, the Company shall use its commercially reasonable efforts Section 2 to effect the registration of such any Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestSecurities, the Company shall, as expeditiously as possible:
(a) before filing 2.9.1 prepare and file with the SEC a Registration Statement or prospectus or any amendments or supplements thereto relating with respect to such Registrable SecuritiesSecurities and use its reasonable commercial efforts to cause such Registration Statement to become effective, and, upon the Company shall provide a single counsel selected by request of the Designated Holders holding holders of a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on thereunder, keep such Registration Statement and each prospectus included therein effective for a period of up to twelve (and each amendment or supplement thereto12) months or, if sooner, until the distribution contemplated in the Registration Statement has been completed, and, in the case of any registration of Registrable Securities on Form F-3 that are intended to be filed with the SECoffered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such documents being under twelve (12) month period shall be extended for up to three (3) years, if necessary, to keep the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registration Statement effective until all such Registrable Securities of any stop order issued or threatened by are sold.
2.9.2 subject to the SEC relating to Registrable Securities suspension rights set forth in Section 2.2 and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) 2.5, prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith with such Registration Statement as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;.
(c) 2.9.3 use commercially reasonable efforts to furnish to each seller the Holders such numbers of copies of a prospectus, including a preliminary prospectus, and any amendments or supplements to such a prospectus, without charge to the holders of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Securities included in such Registration Statement (including each preliminary prospectus registration and any summary prospectus) in conformity with the requirements of the Securities Act, and such other documents or prospectus as each such seller they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by them.
2.9.4 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 of such seller;
(d) register or qualify offering. Each Holder participating in such Registrable Securities underwriting shall also enter into and perform its obligations under such other securities or “blue sky” laws of such jurisdictions as any seller an agreement.
2.9.5 notify each holder of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned covered by such seller; providedRegistration Statement as promptly as reasonably practicable, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity but in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d)event within three (3) Business Days, or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securitiesof: (i) when a prospectus, any prospectus supplement, a such Registration Statement or a becoming effective; (ii) such time as any post-effective amendment to a such Registration Statement becomes effective; (but only if relating iii) the issuance or threatened issuance by the SEC of any stop order; and (iv) any request by the SEC for any amendment or supplement to Registrable Securities) has been filed with the SEC, and, with respect to a such Registration Statement or any post-effective amendment (but only if prospectus relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus thereto or for additional information (but only if relating to Registrable Securities); (iii) or of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any as then in effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such 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, misleading in the light of the circumstances under which they were made, not misleading; and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to then existing.
2.9.6 cause all Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of registered pursuant to this Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such Registrable Securities 2 to be listed on each securities exchange on which similar securities issued by the Company Shares are then listed; provided.
2.9.7 provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
2.9.8 furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2 at such Holder’s expense, on the date that such Registrable Securities are delivered to the applicable listing requirements underwriters for sale in connection with a registration pursuant to Section 2.2 or Section 2.2, if such securities are satisfied;
being sold through underwriters, (i) keep Holders’ Counsel reasonably advised an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in writing form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the initiation underwriters, if any, and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller Holders requesting registration of Registrable Securities and each underwriter participating (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.
2.9.9 in the case of an underwritten offering involving gross proceeds in excess of $50 million, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the underwriter.
2.9.10 the Company shall enter into customary agreements and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebySecurities.
Appears in 1 contract
Samples: Investors’ Rights Agreement (BOA Acquisition Corp.)
Obligations of the Company. Whenever the Shareholders request the registration of any Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable best efforts to effect register and to permit the registration sale of such the Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such requestdisposition. To carry out this obligation, the Company shall, shall as expeditiously as possiblepracticable:
(a) prepare and file with the SEC a registration statement on the appropriate form and use commercially reasonable efforts to cause the registration statement to become effective. At least ten (10) days before filing a Registration Statement registration statement or prospectus or at least three (3) business days before filing any amendments or supplements thereto relating thereto, Company will furnish to Registrable Securities, counsel for the Company Shareholders as a group (which counsel shall provide a single counsel be selected by the Designated Holders Shareholders holding a majority in interest of the Registrable Securities being registered to be included in such registration (“Holders’ Counsel”a Demand Registration) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) copies of all documents proposed to be filed with the SECfor that counsel’s review and approval, subject to such documents being under the Company’s control. The Company which approval shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly not be unreasonably withheld or delayed;
(b) immediately notify the Holders’ Counsel and each seller of Registrable Securities of any stop order threatened or issued or threatened by the SEC relating to Registrable Securities and take all actions reasonably required to prevent the entry of such a stop order or if entered to remove have it if enteredrescinded or otherwise removed;
(bc) prepare and file with the SEC such amendments and supplements to such Registration Statement the registration statement and the corresponding prospectus used necessary to keep the registration statement effective for 180 days (365 days in connection therewith with a registration on Form S-3) or such shorter period as may be necessary required to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when sell all Registrable Securities covered by such Registration Statement have been sold the registration statement; and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement the registration statement during such each period in accordance with the sellers’ intended methods of disposition by the sellers thereof as set forth in such Registration Statementthe registration statement;
(cd) furnish to each seller of Registrable Securities, prior to filing Securities a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such sufficient number of conformed copies of such Registration Statementthe registration statement, each amendment and supplement thereto (in each case including all exhibits theretoexhibits), the corresponding prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) ), and such other documents or prospectus as each such a seller may reasonably request in order to facilitate the public sale or other disposition of the seller’s Registrable Securities owned by such sellerSecurities;
(de) use its best efforts to register or qualify such the Registrable Securities under such other securities or “blue sky” sky laws of such jurisdictions in the United States of America as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other reasonable acts and things which that may be reasonably necessary or advisable to enable any such the seller to consummate the public sale or other disposition of the seller’s Registrable Securities in such jurisdictions of the Registrable Securities owned by such sellerjurisdiction; provided, however, that the Company shall not be required obligated to (i) qualify generally as a foreign corporation to do business as a foreign entity in under the laws of any jurisdiction where in which it would is not otherwise be required then qualified or to qualify but for this Section 7.1(d), or (ii) file any general consent to general service of process in any such jurisdictionprocess;
(ef) promptly notify each seller of Registrable Securities: (i) , at any time when a prospectusprospectus is required to be delivered under the Securities Act, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) as a result of which the Company has knowledge which makes prospectus or any document incorporated therein by reference contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which such Registration Statement statements were made, and prepare a supplement or related amendment to the prospectus or any such document incorporated or deemed to be incorporated therein by reference untrue or which would require so that thereafter the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they such statements were made, not misleading;
(g) upon the occurrence of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawal;
(h) cause all such registered Registrable Securities to be listed on each securities exchange exchange, if any, on which similar securities issued by the Company are then listed; provided, that ;
(h) provide an institutional transfer agent and registrar and a CUSIP number for all Registrable Securities on or before the applicable listing requirements are satisfiedeffective date of the registration statement;
(i) keep Holders’ Counsel reasonably advised enter into (and perform its obligations under) such customary agreements (including an underwriting agreement in writing as to the initiation customary form) and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with take all correspondence with Staff or the SEC other actions in connection with any Registration Statement filed hereunder those agreements as the underwriters, if any, reasonably request to expedite or facilitate the extent that such Registration Statement has not been declared effective on or prior to disposition of the date required hereunderRegistrable Securities;
(j) provide make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to the registration statement, and any attorney, accountant, or other agent of any seller or underwriter, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors and employees to supply all information requested by any seller, underwriter, attorney, accountant, or other agent in connection with the registration statement; provided that an appropriate and customary confidentiality agreement is executed by any such seller, underwriter, attorney, accountant or other agent;
(k) in connection with any underwritten offering, obtain a “comfort” letter from the Company’s independent public accountants in customary form and covering those matters customarily covered by “comfort” letters as the Shareholders or the managing underwriter reasonably requests (and, if the Company is able after using commercially reasonable cooperation efforts, the letter shall be addressed to Shareholders, the Company and the underwriters);
(l) in connection with any underwritten offering, furnish, at the request of any Shareholder or underwriter(s) of the offering, an opinion of counsel representing the Company for the purposes of the registration, in the form and substance customarily given to underwriters in an underwritten public offering, reasonably satisfactory to counsel representing the Shareholders and the underwriter(s) of the offering, addressed to the underwriters and to the Shareholders;
(m) use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement complying with the provisions of Section 11(a) of the Securities Act and covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the Registration Statement (or such other earnings statement required by and filed with the SEC);
(n) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanyNASD; and
(mo) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (New Frontiers Capital, LLC)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3, Section 4 or Section 5 of this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission (as promptly as practicable, but in any event not later than sixty (60) days after receipt of a request to file a Registration Statement with respect to Registrable Securities) a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided, however, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“"Holders’ ' Counsel”") and any other Inspector (as hereinafter defined) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s 's control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ ' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty 120 days (180except in the case of a registration filed pursuant to Rule 415 of the Securities Act or any successor rule or regulation) days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;; 16 13
(div) register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(gvi) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5, as the case may be) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other information meetings organized by the Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney or accountant retained by clauses any such seller or any managing underwriter (iiieach, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall 17 14 not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hviii) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the managing underwriter reasonably requests;
(ix) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(x) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ixii) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel cooperate with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRANASD; 18 15
(xiii) use its commercially reasonable efforts to cause the Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;
(kxiv) cooperate with the Designated Holders keep each seller of the Registrable Shares Securities advised as to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free all material developments of any restrictive legends and in such denominations and registered in such names as such Designated Holders may requestregistration under Sections 3, 4 or 5 hereunder;
(lxv) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, officers' certificates and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companyother customary closing documents; and
(mxvi) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated herebyhereby and reasonably cooperate with the holders of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Amn Healthcare Services Inc)
Obligations of the Company. Whenever registration of Registrable Securities is has been requested or required or requested pursuant to this AgreementARTICLE III or ARTICLE IV, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as promptly as practicable, and in connection with any such request or requirement, the Company shall:
(a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any cause such requestRegistration Statement to become effective; provided, the Company shallhowever, as expeditiously as possible:
that (aA) before filing a Registration Statement or prospectus Prospectus or any amendments or supplements thereto relating to Registrable Securities(including any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) and any other Inspector (as defined below) with an adequate and appropriate opportunity to review and comment on such Registration Statement and Statement, each prospectus Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the SECCommission, subject to such documents being under the Company’s control. The , and (B) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (iA) one hundred and eighty (180) 180 days and (iiB) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementsold;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable SecuritiesStatement, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus Prospectus included in such Registration Statement (including each preliminary prospectus Prospectus), any Prospectus filed pursuant to Rule 424 promulgated under the Securities Act and any summary prospectus) and such other documents or prospectus Free Writing Prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d5.1(d), (B) subject itself to taxation in any such jurisdiction or (iiC) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (iA) when a prospectusProspectus, any prospectus Prospectus supplement, the Disclosure Package, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SECCommission, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the same has become effective; (iiB) of any comments or request by the SEC Commission or any other federal or state Governmental Authority governmental authority for amendments or supplements to a Registration Statement Statement, related Prospectus, Disclosure Package or related prospectus Free Writing Prospectus or for additional information (but only if relating to Registrable Securities)information; (iiiC) of the issuance by the SEC Commission or any other Governmental Authority federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (ivD) of the receipt by the Company 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 proceedings for such purpose; (vE) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement Statement, related Prospectus, Disclosure Package or related prospectus Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to in the Registration Statement Statement, Prospectus, Disclosure Package or prospectus Free Writing Prospectus in order that, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus, Disclosure Package or Free Writing 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 (viF) of the determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (vSection 5.1(e)(E) or, subject to Section 3.2, the existence of Section 7.1(e)a Valid Business Reason, as promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement Statement, related Prospectus, Disclosure Package or related prospectus Free Writing Prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement Statement, Prospectus, Disclosure Package or prospectus Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such prospectusProspectus, Disclosure Package or Free Writing 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 light of the circumstances under which they were made, not misleading;
(g) upon enter into and perform customary agreements (including underwriting and indemnification and contribution agreements in customary form with the occurrence Approved Underwriter or the Company Underwriter, as applicable) and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities and shall provide all reasonable cooperation, including causing appropriate officers to attend and participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter, if applicable, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements;
(h) make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders’ Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement or related Prospectus or Disclosure Package. Records that the Company determines, in good faith, to be confidential shall not be disclosed to the Inspectors without a reasonable and customary agreement to keep such information confidential;
(i) if such sale is pursuant to an underwritten public offering, obtain a “cold comfort” letter dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as Holders’ Counsel or the managing underwriter reasonably requests;
(j) furnish, at the request of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of any counsel representing the Company for the purposes of such withdrawalregistration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(hk) with respect to each Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) promulgated under the Securities Act) such Free Writing Prospectus or other materials without the prior written consent of the Designated Holders of the Registrable Securities covered by such registration statement, which Free Writing Prospectuses or other materials shall be subject to the review of Holders Counsel;
(l) within the deadlines specified by the Securities Act, make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission;
(m) within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby);
(n) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than 15 months after the effective date of the Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(o) cause all such Registrable Securities to be listed on each securities exchange on which similar securities Registrable Class Securities issued by the Company are then listed; provided, provided that the applicable listing requirements are satisfied;
(ip) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall under ARTICLE III or ARTICLE IV and provide Holders’ Counsel with all correspondence with Staff or the SEC Commission in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunderStatement;
(jq) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
; (kr) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing if such Registrable Shares to be delivered to a transferee registration is pursuant to a Registration StatementStatement on Form S-3 or any similar short-form registration, which certificates shall be free of any restrictive legends and include in such denominations and registered in Registration Statement such names additional information for marketing purposes as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Companymanaging underwriter reasonably requests; and
(m) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Emmis Communications Corp)
Obligations of the Company. Whenever registration of Registrable Securities is required or requested pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect In connection with the registration of such Registrable Securities in accordance with the intended method of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, the Company shall provide a single counsel selected by the Designated Holders holding a majority do each of the Registrable Securities being registered in such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s control. The Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if entered;following:
(ba) Promptly prepare and file with the SEC Commission the Registration Statements required by Section 2 of this Agreement and such amendments (including post-effective amendments) and supplements to such the Registration Statement Statements and the prospectus prospectuses used in connection therewith with such Registration Statements, each in such form as to which the Purchasers and their counsel shall have approved, as may be necessary to keep such the Registration Statement Statements effective for at all times during the period specified in Section 3Registration Period, and if not so specified thereinand, during the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall Period, comply with the provisions of the Securities Act with respect to the disposition of all securities of the Registrable Securities of the Company covered by the Registration Statements until such Registration Statement during time as all of such period Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such the Registration Statement;
(c) furnish to each seller of Registrable SecuritiesStatements, prior to filing a which Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement Statements (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iiithereto and prospectuses contained therein) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any statement of a material fact in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will shall not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingtherein, and that in the case of such 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 in which they were made, not misleading; ;
(b) The Company shall prepare and file with the Commission such amendments (vi) determination by counsel of the Company that a including post-effective amendment amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement;
(c) Permit counsel to the Purchasers to review and comment upon a Registration Statement and all amendments and supplements thereto at least five (5) days prior to their filing with the Commission, and not file any document in a form to which such counsel reasonably objects; and not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto without the prior approval of such counsel, which consent shall not be unreasonably withheld;
(d) Furnish to the Purchaser and its legal counsel any correspondence from the Commission or the staff of the Commission to the Company or its representatives relating to any Registration Statement, and promptly after the same is prepared and publicly distributed, filed with the Commission, or received by the Company, a copy of the Registration Statement, each preliminary prospectus, each final prospectus, and all amendments and supplements thereto and such other documents, as the Purchaser may reasonably request in order to facilitate the disposition of its Registrable Securities;
(e) Use best efforts to (i) register and qualify the Registrable Securities is advisablecovered by the Registration Statements under such other securities or blue sky laws of such jurisdictions as the Purchaser may reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to the service of process in any jurisdiction;
(f) upon As promptly as practicable after becoming aware thereof, notify the Purchasers of any need to suspend use of the prospectus included in the Registration Statement, including as a result of the occurrence of any event contemplated by clause (v) of Section 7.1(e)event, as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related result of which the prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, included in the case of the any Registration Statement, it will not contain any as then in effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such 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 order to make the statements therein, in light of the circumstances under which they were made, not misleading, and to use its best efforts to promptly prepare a supplement or amendment to such Registration Statement or other appropriate filing with the Commission to allow the resumption of the use of such prospectus and to deliver a number of copies of such supplement or amendment to the Purchaser as the Purchaser may reasonably request;
(g) upon As promptly as practicable after becoming aware of such event, notify the occurrence Purchasers (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any stop order or other suspension of the effectiveness of any event contemplated by clauses (iii) or (iv) of Section 7.1(e)Registration Statement at the earliest possible time, as promptly as practicable, and to use its reasonable best efforts to promptly obtain the withdrawal of any such stop order or other suspension and shall immediately notify each seller of Registrable Securities effectiveness (the occurrence of any such withdrawalof the events described in paragraphs (f) and (g) of this Section 3 is referred to herein as a "Blackout Event");
(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by During the Company are then listed; provided, that the applicable listing requirements are satisfied;
period commencing upon (i) keep Holders’ Counsel reasonably advised the Purchaser's receipt of a notification pursuant to Section 3(f) above or (ii) the entry of a stop order or other suspension of the effectiveness of the Registration Statement described in writing Section 3(g) above, and ending at such time as to the initiation and progress of any registration hereunder; provided, that (x) the Company shall provide Holders’ Counsel with all correspondence with Staff or have completed the SEC applicable filings (and if applicable, such filings shall have been declared effective) and shall have delivered to the Purchaser the documents required pursuant to Section 3(f) above, suspend the use of any prospectus used in connection with any Registration Statement filed hereunder to only in the extent that event, and for such Registration Statement has not been declared effective on or prior to period of time as, such a suspension is required by the date required hereunderrules and regulations of the Commission;
(ji) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made Cooperate with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares Purchasers to facilitate the timely preparation and delivery of certificates representing such (not bearing any restrictive legend or subject to any "stop transfer" order) for the Registrable Shares Securities to be delivered to a transferee offered pursuant to a any Registration Statement, which Statement and to enable such certificates shall for the Registrable Securities to be free of any restrictive legends and in such denominations or amounts, as the case may be, as the Purchasers may reasonably request, and registered in such names as such Designated Holders the Purchasers may request;
; and, within five (l5) not later than the Required Effectiveness Date of any business days after a Registration Statement, provide CUSIP numbers for the Statement which includes Registrable Securities registered for resale under such Registration Statementis ordered effective by the Commission, the Company shall deliver, and provide shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Shares Securities (with copies to the Purchasers) an appropriate instruction and opinion of such counsel;
(j) The Company shall make available for inspection during normal business hours by (i) any Purchaser, (ii) one counsel retained by the Purchasers and (iii) one firm of accountants or more certificates for other agents retained by the Purchasers (collectively, the "Inspectors"), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably deemed necessary by the Inspectors, and cause the Company's officers, directors and employees to supply all information which the Inspectors may reasonably request; provided, however, that each Inspector shall hold in strict confidence and shall not make any disclosure (except to a Purchaser) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (x) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act, (y) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or governmental body of competent jurisdiction, or (z) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement of which the Inspector has knowledge; provided further, however, that if an Inspector discloses non-public material information to a Purchaser as part of an Inspector's review of Company Records, each such Purchaser hereby agrees that it will not purchase or sell any Company securities until such material non-public information is disclosed to the public. Each Inspector (or Purchaser, if applicable) agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential;
(k) The Company shall hold in confidence and not make any disclosure of information concerning a Purchaser provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Purchaser is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Purchaser and allow such Purchaser, at the Purchaser's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information;
(l) The Company shall use its best efforts to cause all the Registrable SharesSecurities covered by a Registration Statement to be listed continuously throughout the Registration Period on each securities exchange or market, in a form eligible for deposit with if any, on which equity securities issued by the Depository Trust Company; andCompany are then listed;
(m) take The Company shall maintain an independent, recognized transfer agent and registrar of all such Registrable Securities not later than the effective date of such Registration Statement;
(n) If requested by a Purchaser, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment such information as a Purchaser requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other steps reasonably necessary and advisable to effect terms of the registration offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if requested by a holder of such Registrable Securities;
(o) The Company shall use its best efforts to cause the Registrable Securities contemplated hereby.covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities;
(p) The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the Commission in connection with any registration hereunder;
(q) Within two (2) business days after the Registration Statement which includes the Registrable Securities is ordered effective by the Commission, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Purchasers whose Registrable Securities are included in such Registration Statement) confirmation that the Registration Statement has been declared effective by the Commission;
(r) In addition to the Company's obligations under Sections 3(b), 3(f) and 3(g) and under the Securities Act, within five (5) business days of the last date of each fiscal quarter of the Company while a Registration Statement is effective or required to be effective, the Company shall deliver to each Purchaser a supplement (each a "Supplement") to the prospectus included in such Registration Statement which updates (as of the last date of such fiscal quarter of the Company) the information contained in the Registration Statement relating to (i) the total number of shares of Series A Preferred outstanding, (ii) the total number of shares of Common Stock issuable upon conversion of all outstanding shares of Series A Preferred, (iii) the number of shares of Common Stock beneficially owned by each Purchaser whose shares are included in the Registration Statement, and (iv) the number of shares of Common Stock being offered by each Purchaser whose shares are included in the Registration Statement. On the last business day of each fiscal quarter of the Company while a Registration Statement is effective or required to be effective, the Company will deliver a written request to each Purchaser for information to be included in the Supplement. On the date the Company delivers the Supplement to the Purchasers, the Company shall file the Supplement with the SEC under Rule 424(b)(3) of the Securities Act, or if the Supplement may not be filed under Rule 424(b)(3) of the Securities Act, then under such other applicable provisions of the Securities Act; and
Appears in 1 contract
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or Section 4 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; PROVIDED, HOWEVER, that (x) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”"HOLDERS COUNSEL") and any other Inspector with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SECCommission, subject to such documents being under the Company’s 's control. The , and (y) the Company shall reasonably cooperate with Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly notify the Holders’ Holders Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities Commission and take all actions action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (ix) one hundred and eighty (180) 120 days and (iiy) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(ciii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter Securities such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or any prospectus filed under Rule 424 under the Securities Act as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) register or qualify such Registrable Securities under such other securities or “"blue sky” " laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to (ix) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d6(a)(iv), (y) subject itself to taxation in any such jurisdiction or (iiz) consent to general service of process in any such jurisdiction;
(ev) promptly notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Securities Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any statement of a material fact prospectus included in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain any contains an 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 that in the case of such prospectus, it will not contain any untrue statement of a material fact or omit omits 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; misleading and (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as shall promptly as practicable, prepare a supplement, amendment supplement or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will such prospectus shall 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 that in the case of such prospectus, it will not contain any an 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 light of the circumstances under which they were made, not misleading;
(gvi) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3 or Section 4, as the case may be) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other information meetings organized by the Approved Underwriter or Company Underwriter;
(vii) make available at reasonable times for inspection by any event contemplated seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by clauses any such seller or any managing underwriter (iiieach, an "INSPECTOR" and collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (ivz) of Section 7.1(e), as promptly as practicable, use the information in such Records was known to the Inspectors on a non-confidential basis prior to its reasonable best efforts disclosure by the Company or has been made generally available to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of any such withdrawalRecords is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(hviii) if such sale is pursuant to an underwritten offering, obtain a "cold comfort" letters dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as Holders' Counsel or the managing underwriter reasonably requests;
(ix) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the Registration Statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;
(x) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; provided, PROVIDED that the applicable listing requirements are satisfied;
(ixii) keep Holders’ ' Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Section 3 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required Section 4 hereunder;
(jxiii) provide reasonable cooperation to cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
(k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust CompanyNASD; and
(mxiv) take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (General Atlantic Partners LLC)
Obligations of the Company. Whenever registration of Registrable Securities is required With respect to any Piggyback Registration or requested pursuant to this AgreementDemand Registration (collectively, a "REGISTRATION"), the Company shall:
(a) prepare and file with the Commission as soon as practicable a Registration Statement or Registration Statements relating to the applicable Registration on any appropriate form under the Securities Act which shall be available for use its commercially reasonable efforts to effect in connection with the registration sale of such the Registrable Securities in accordance with the intended method or methods of distribution thereof, and in connection with any such request, the Company shall, as expeditiously as possible:
(a) before filing a Registration Statement or prospectus or any amendments or supplements thereto relating to Registrable Securities, if required the Company shall provide undergo and pay the cost of a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in special audit to effect such registration (“Holders’ Counsel”) with an adequate and appropriate opportunity Registration. The Company will use its best efforts to review and comment on cause such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under the Company’s controlbecome effective. The Company shall reasonably cooperate with Holders’ Counsel not be deemed to have breached such "best efforts" undertaking if it shall take any action which is required under applicable law, or shall take any action in performing good faith and for valid business reasons, including without limitation the Company’s obligations under this Agreement. The Company shall promptly notify acquisition or divestiture of assets or the Holders’ Counsel and each seller withdrawal of Registrable Securities of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions required to prevent the entry of such stop order or to remove it if enteredRegistration Statement;
(b) prepare and file with the SEC such amendments and supplements post-effective amendments to such the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such each Registration Statement effective for the a period specified in Section 3, and if of not so specified therein, the lesser of more than ninety (i) one hundred and eighty (18090) days and (ii) after the date of its effectiveness, or such shorter period which as will terminate when all Registrable Securities covered by such Registration Statement have been sold sold. The Company shall cause each prospectus required in connection therewith (a "PROSPECTUS") to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act. Furthermore, the Company shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period the applicable period, in accordance with the intended method or methods of disposition distribution by the sellers thereof as set forth in such the Registration StatementStatement or supplement to the Prospectus;
(c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securities, at least one executed copy of such Registration Statement as is proposed to be filed, and thereafter such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;promptly notify Holder of:
(d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business as a foreign entity in the date on which the Prospectus or any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d), Prospectus supplement or (ii) consent to general service of process in any such jurisdiction;
(e) promptly notify each seller of Registrable Securities: (i) when a prospectus, any prospectus supplement, a Registration Statement or a post-post- effective amendment to a the Registration Statement (but only if relating to Registrable Securities) has been filed with the SECfiled, and, with respect to a the Registration Statement or any post-effective amendment (but only if relating to Registrable Securities)amendment, when the date on which the same has become effective; ;
(ii) of any comments or written request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a the Registration Statement or related prospectus the Prospectus or for additional information (but only if relating to Registrable Securities); information;
(iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a the Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; ;
(iv) of the receipt by the Company of any written request by any state securities authority for additional information or written 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 proceedings proceeding for such purpose; and
(v) of the existence of any fact or happening of any event (including the passage of time) of which the Company has knowledge which makes any material statement of a material fact made in such the Registration Statement or related prospectus Statement, the Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which would require requires the making of any changes to the Registration Statement or prospectus in order that, in the case of the Registration Statement, it will not contain the Prospectus or any untrue statement of a material fact or omit to state any material fact required to be stated document incorporated therein or necessary by reference in order to make the statements therein not misleading, and that misleading in the case light of the circumstances under which they were made;
(d) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment;
(e) furnish to Holder, without charge, at least one signed copy of the Registration Statement and any amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and, to the extent reasonable, all exhibits (including those incorporated by reference);
(f) deliver to Holder, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as Holder may reasonably request; the Company consents to the use, in accordance with the Securities Act, of each Prospectus or any amendment or supplement thereto by Holder, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto;
(g) in connection with any Registration of Registrable Securities and if required by law, use its best efforts to register or qualify or cooperate with Holder in connection with the registration or qualification of such prospectusRegistrable Securities for offer and sale under the securities or "blue sky" laws of such jurisdictions the managing underwriter reasonably requests in writing and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to taxation in any such jurisdiction or to submit to the general service of process in any such jurisdiction;
(h) cooperate with Holder to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold free from any restrictive legends; and cause such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of Registrable Securities to the underwriters;
(i) subject to paragraphs (a) and (j) of this Article III, it cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities in the jurisdictions contemplated by paragraph (g) of this Article III;
(j) upon the occurrence of any event contemplated by subparagraph (ii), (iv) or (v) of paragraph (c) of this Article III, prepare any required supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not contain any an 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(fk) upon not later than the occurrence effective date of any event contemplated by clause the applicable Registration Statement, provide a CUSIP number for all Registrable Securities;
(vl) of Section 7.1(e)enter into such agreements (including, as promptly as practicableapplicable, prepare a supplement, amendment an underwriting agreement) and take all such other actions in connection therewith which are reasonably required in order to expedite or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to facilitate the purchasers disposition of such Registrable Securities, and, in such connection, whether or not an underwriting agreement is entered into and whether or not the Registration is an underwritten Registration:
(i) obtain "cold comfort" letters and updates thereof from the Company's accountants addressed to Holder, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters received by underwriters in connection with primary underwritten offerings; and
(ii) deliver such documents and certificates as may reasonably be requested by Holder to evidence compliance with subparagraph (l) (i) above and with any customary conditions contained in the case of underwriting agreement or other agreement entered into by the Registration Statement, it will not contain any untrue statement of a material fact Company. The above shall be done at each closing under such underwriting or omit similar agreement as and to state any material fact the extent required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such 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 light of the circumstances under which they were made, not misleadingthereunder;
(gm) make available for inspection by a representative of Holder at reasonable times and upon reasonable prior notice, all financial and other records, pertinent corporate documents and properties of the occurrence of any event contemplated Company, and cause the Company's officers and employees to supply all information reasonably requested by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any Holder in connection with such order or suspension and shall immediately notify each seller of Registrable Securities of any such withdrawalRegistration Statement;
(hn) cause (i) all such the Registrable Securities covered by such registration to be listed on each the principal securities exchange on which similar securities issued by the Company are then listed; providedlisted (if any), that if the applicable listing requirements are satisfied;
(i) keep Holders’ Counsel reasonably advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required hereunder;
(j) provide reasonable cooperation to each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required is then permitted under the rules of such exchange, (ii) if no similar securities are then so listed or if the listing of such Registrable Securities is then not permitted under the rules of such exchange, to either cause all such Registrable Securities to be made with listed on the FINRA;
New York Stock Exchange, Inc. (k"NYSE"), or secure designation of each such Registrable Security on NASDAQ within the meaning of Rule 11Aa 2-1 under the Exchange Act or, (iii) cooperate with failing that, secure NASDAQ authorization for quotation of such shares and, without limiting the Designated Holders generality of the foregoing, take all actions that may be required by the Company as issuer of such Registrable Shares Securities in order to facilitate the timely preparation managing underwriter's arranging for the designation of at least two market makers as such with respect to such shares with the NASD; and
(o) provide and delivery of certificates representing such Registrable Shares cause to be delivered to maintained a transferee pursuant to a transfer agent and registrar for all Registrable Securities covered by each Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) Statement not later than the Required Effectiveness Date of any Registration Statementeffective date thereof, provide CUSIP numbers for the Registrable Securities registered for resale under and if Holder shall so request, within one (1) business day after such Registration StatementStatement becomes effective, and provide the Company shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Shares one or more certificates for Securities (with copies to the Holder of such Registrable SharesSecurities) an opinion of such counsel in the form attached hereto as EXHIBIT L. The Company may require Holder to furnish to the Company in writing or orally as the Company may request in writing, in a form eligible for deposit with such information regarding Holder and the Depository Trust Company; and
(m) take all other steps proposed distribution of such securities by Holder as the Company or any underwriter may from time to time reasonably necessary and advisable to effect require or is otherwise required by law. Holder agrees that upon receipt of notice from the registration Company of the happening of any event of the kind described in subparagraph (c)(ii), (iii) (iv) or (v) of this Article III, Holder will forthwith discontinue disposition of Registrable Securities (but in the case of subparagraph (c)(iv) of this Article III, only in the applicable jurisdiction or jurisdictions, as the case may be) pursuant to the Registration Statement until Holder has received copies of the supplemented or amended Prospectus as contemplated herebyby paragraph (j) of this Article III, or until it has been advised in writing (the "ADVICE") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such holder of Registrable Securities's possession), of the Prospectus covering such Registrable Securities which is current at the time of receipt of such notice. In the event the Company shall give any notice of the happening of any event of the kind described in subparagraph (c)(ii), (iii) or (v) of this Article III, the ninety (90)-day period referred to in paragraph (b) of this Article III shall be extended by the number of days during the period from the date of the giving of such notice to the date when Holder shall have received either the copies of the supplemented or amended Prospectus contemplated by paragraph (j) of this Article III or the Advice (as the case may be), both dates inclusive.
Appears in 1 contract
Samples: Registration Rights Agreement (Weider Nutrition International Inc)
Obligations of the Company. Whenever registration of Registrable Securities is required or has been requested pursuant to Section 3 or 4 of this Agreement, the Company shall use its commercially reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereofthereof as quickly as prac ticable, and in connection with any such request, the Company shall, as expeditiously as possible:
(ai) prepare and file with the SEC (in any event not later than sixty (60) Business Days after receipt of a request to file a registration statement with respect to Registrable Securities) a registration statement on any form on which registration is requested for which the Company then qualifies, which counsel for the Company and Holders' Counsel shall deem appropriate and which shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and use its best efforts to cause such registration statement to become effective; provided, however, that before filing a Registration Statement registration statement or prospectus or any amendments or supplements thereto relating to Registrable Securitiesthereto, the Company shall (A) provide a single counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration (“Holders’ Counsel”) ' Counsel with an adequate and appropriate opportunity to review and comment on participate in the preparation of such Registration Statement registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, which documents shall be subject to such documents being under the Company’s control. The Company shall reasonably cooperate with review of Holders’ Counsel in performing the Company’s obligations under this Agreement. The Company shall promptly ' Counsel, and (B) notify the Holders’ ' Counsel and each seller of Registrable Securities pursuant to such registration statement of any stop order issued or threatened by the SEC relating to Registrable Securities and take all actions reasonable action required to prevent the entry of such stop order or to remove it if entered;
(bii) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective for the period specified in Section 3, and if not so specified therein, the lesser of (i) one hundred and eighty (180) days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold and shall to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such Registration Statement during registration statement until the earlier of (a) such period time as all of such Registrable Securities and other securities have been disposed of in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statementregistration statement and (b) 180 days after the effective date of such registration statement, except with respect to any such registration statement filed pursuant to Rule 415 (or any successor Rule) under the Act if the Company is eligible to file a registration statement on Form S-3, in which case such period shall be two (2) years;
(ciii) as soon as reasonably possible, furnish to each seller of Registrable Securities, prior to filing a Registration Statement relating to Registrable Securitiesregistration statement, at least one executed copy copies of such Registration Statement registration statement as it is proposed to be filed, and thereafter such number of conformed copies of such Registration Statementregis tration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement registration statement (including each preliminary prospectus and any summary prospectus) and such other documents or prospectus as each such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” sky laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and to continue such registration or qualification in effect in each such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as any such seller reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (iA) qualify generally to do business as a foreign entity in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.1(d5(a)(iv), (B) subject itself to taxation in any such jurisdiction or (iiC) consent to general service of process in any such jurisdiction;
(ev) promptly use its best efforts to obtain all other approvals, covenants, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the sellers of such Registrable Securities to consummate the disposition of such Registrable Securities;
(vi) notify each seller of Registrable Securities: (i) Securities at any time when a prospectusprospectus relating thereto is required to be delivered under the Act, any prospectus supplementupon discovery that, a Registration Statement or a post-effective amendment to a Registration Statement (but only if relating to Registrable Securities) has been filed with upon the SEC, and, with respect to a Registration Statement or any post-effective amendment (but only if relating to Registrable Securities), when the same has become effective; (ii) of any comments or request by the SEC or any other federal or state Governmental Authority for amendments or supplements to a Registration Statement or related prospectus or for additional information (but only if relating to Registrable Securities); (iii) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of a Registration Statement relating to Registrable Securities or of any order suspending or preventing the use of any related prospectus or the initiation or threatening of any proceedings for that purpose; (iv) of the receipt by the Company 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 proceedings for such purpose; (v) of the existence of any fact or happening of any event (including as a result of which, the passage of time) of which the Company has knowledge which makes any prospectus included in such registration statement contains an untrue statement of a material fact in such Registration Statement or related prospectus or omits to state any document incorporated or deemed material fact required to be incorporated stated therein by reference untrue or necessary to make the statements therein not misleading in light of the circumstances under which would require they were made, and the making Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each such seller a reasonable number of any changes copies of a supplement to or amendment of such prospectus as may be necessary so that, after delivery to the Registration Statement or purchasers of such Registrable Securities, such prospectus in order that, in the case of the Registration Statement, it will shall not contain any an 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 that in the case of such 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 (vi) determination by counsel of the Company that a post-effective amendment to a Registration Statement relating to Registrable Securities is advisable;
(f) upon the occurrence of any event contemplated by clause (v) of Section 7.1(e), as promptly as practicable, prepare a supplement, amendment or post-effective amendment to such Registration Statement or related prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment or post-effective amendment of such Registration Statement or prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, 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 not misleading, and that in the case of such 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, misleading in light of the circumstances under which they were made, not misleading;
(gvii) upon enter into and perform customary agreements (including an underwriting agreement in customary form with the occurrence Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3 or 4; provided, that the underwriting agreement, if any, shall be reasonably satisfactory in form and substance to the Company) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities;
(viii) make available for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement, Holders' Counsel and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an "INSPECTOR" and, collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and any subsidiaries thereof as may be in existence at such time (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and any subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement; provided, that such Inspector agrees to keep all such information confidential.
(ix) obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters, as Holders' Counsel or the managing underwriter reasonably request;
(x) furnish, at the request of any event contemplated by clauses (iii) or (iv) of Section 7.1(e), as promptly as practicable, use its reasonable best efforts to promptly obtain the withdrawal of any such order or suspension and shall immediately notify each seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of any counsel representing the Company for the purposes of such withdrawalregistration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as such seller may reasonably request and as are customarily included in such opinions;
(hxi) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Act;
(xii) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed (if any) if the listing of such Registrable Securities is then permitted under the rules of such exchange or, if no similar securities are then so listed; provided, cause all such Registrable Securities to be listed on an exchange on which the Initiating Holders request that such Registrable Securities be listed, subject to the satisfaction of the applicable listing requirements are satisfiedof each such exchange;
(ixiii) keep Holders’ Counsel reasonably each seller of Registrable Securities advised in writing as to the initiation and progress of any registration hereunder; provided, that the Company shall provide Holders’ Counsel with all correspondence with Staff under Section 3 or the SEC in connection with any Registration Statement filed hereunder to the extent that such Registration Statement has not been declared effective on or prior to the date required 4 hereunder;
(jxiv) provide reasonable cooperation to officers' certificates and other customary closing documents;
(xv) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;
National Association of Securities Dealers, Inc. (k) cooperate with the Designated Holders of the Registrable Shares to facilitate the timely preparation and delivery of certificates representing such Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Designated Holders may request;
(l) not later than the Required Effectiveness Date of any Registration Statement, provide CUSIP numbers for the Registrable Securities registered for resale under such Registration Statement, and provide the transfer agent for the Registrable Shares one or more certificates for such Registrable Shares, in a form eligible for deposit with the Depository Trust Company"NASD"); and
(mxvi) use its best efforts to take all other steps reasonably necessary and advisable to effect the registration of the Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Teribe LTD/Three Cities Holdings LTD)
