Common use of Obligations of Xxxxxx Clause in Contracts

Obligations of Xxxxxx. Whenever required under this Section 7.2 to effect the registration of the Registrable Securities, Xxxxxx will, as expeditiously as reasonably possible: (i) Prepare and use its Best Efforts to file with the SEC a registration statement within 120 days after the Closing Date with respect to such shares and use its Best Efforts to cause such registration statement to become and remain effective until the earlier of six months after the effective date of the registration statement or the disposition of all securities covered by the registration statement; (ii) Prepare and use its Best Efforts to file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (iii) Furnish to the Shareholders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the shares owned by them and covered by such registration statement; (iv) Use its Best Efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such states or jurisdictions as may be reasonably requested by the Shareholders; provided, that Xxxxxx will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (v) Notify the Shareholders as promptly as possible at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits 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 and promptly prepare (and file with the SEC) and furnish to the Shareholders 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 purchasers of Xxxxxx Common Stock covered thereby, such prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vi) Notify the Shareholders promptly of any request by the SEC for the amendment or supplement of such registration statement or prospectus or for additional information, and notify the Shareholders promptly of the filing of each amendment or supplement to such registration statement or prospectus; (vii) Advise the Shareholders, promptly after it receives notice 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 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 (viii) Furnish to the Shareholders at least one conformed copy of the registration statement and any amendments thereto.

Obligations of Xxxxxx. Whenever required under this Section 7.2 The obligation of Xxxxxx to effect consummate the registration transactions to be performed by them in connection with the Closing has been subject to satisfaction of the Registrable Securities, Xxxxxx will, as expeditiously as reasonably possiblefollowing conditions on the Closing Date: (i) Prepare Sequa and use its Best Efforts Sequa Can have executed and delivered to file with Xxxxxx the SEC a registration statement within 120 days after the Closing Date with respect 7th Amendment to such shares and use its Best Efforts to cause such registration statement to become and remain effective until the earlier Sequa Brazil`s Articles of six months after the effective date of the registration statement or the disposition of all securities covered by the registration statementIncorporation as provided for in Section 2(e); (ii) Prepare Sequa Can, the Sequa Can Subsidiaries, and use its Best Efforts to file with the SEC such amendments Xxxxxx have received those authorizations, consents, and supplements to such registration statement and the prospectus used approvals of third parties (other than landlords) listed in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statementExhibit H; (iii) Furnish to the Shareholders such number of copies of a prospectus, including a preliminary prospectus, relevant parties have entered into certain agreements in conformity with form and substance as set forth in Exhibits I-1 through I-10 attached hereto and the requirements of the Securities Act, same are in full force and such other documents as they may reasonably request in order to facilitate the disposition of the shares owned by them and covered by such registration statementeffect; (iv) Use its Best Efforts Xxxxxx has received from counsel to register Sequa Can and qualify Sequa Can UK an opinion in form as set forth in Exhibit J attached hereto, addressed to Xxxxxx, and dated as of the securities covered by such registration statement under such other securities or Blue Sky laws of such states or jurisdictions as may be reasonably requested by the Shareholders; provided, that Xxxxxx will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictionsClosing Date; (v) Notify Xxxxxx has received the Shareholders resignations, effective as promptly as possible at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act of the happening Closing, of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light those directors and officers of the circumstances under which they were made, not misleading and promptly prepare (and file with the SEC) and furnish to the Shareholders 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 purchasers of Xxxxxx Common Stock covered thereby, such prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingSequa Can Subsidiaries set forth on Exhibit K; (vi) Notify all actions to be taken by Sequa, Sequa Can and Sequa Can UK in connection with consummation of the Shareholders promptly of any request by the SEC for the amendment or supplement of such registration statement or prospectus or for additional informationtransactions contemplated hereby and all certificates, opinions, instruments, and notify other documents required to effect the Shareholders promptly of the filing of each amendment or supplement transactions contemplated have been reasonably satisfactory in form and substance to such registration statement or prospectusXxxxxx; (vii) Advise Sequa Can and the Shareholders, promptly after it receives notice thereof, Sequa Can Subsidiaries have obtained and delivered to Xxxxxx those written consents for the assignment of (a) each of the issuance Leases, and, where requested by Xxxxxx'x lender, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the "Lease Consents"), with those parties listed on Exhibit L; (viii) Sequa Can and the Sequa Can Subsidiaries have delivered to Xxxxxx a non-foreign affidavit dated as of the Closing Date and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Internal Revenue Code so that Xxxxxx is exempt from withholding any stop order by portion of the SEC suspending Purchase Price thereunder (the effectiveness "FIRPTA Affidavit"); (ix) Xxxxxx has obtained the Title Insurance Policies for the Real Property in the form of such registration statement or the initiation or threatening of any proceeding 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 issuedExhibit M; (x) Xxxxxx has entered into an Employment Agreement in form attached as Exhibit N with Xxxxxx Xxxxxx; and (viiixi) Furnish to Sequa and/or Sequa Can has entered into Trade Secret Agreements in the Shareholders at least one conformed copy form of the registration statement and any amendments theretoExhibit S-1 with each non-union Transferring Employee listed in Exhibit S-2.

Obligations of Xxxxxx. Whenever required under this Section 7.2 2 to effect the registration of the Registrable Securities, Xxxxxx will, as expeditiously as reasonably possible: (i) Prepare and use its Best Efforts to file with the SEC a registration statement within 120 days after of the Closing Date Holders’ request with respect to such shares and use its Best Efforts to cause such registration statement to become and remain effective until the earlier of six months after three years from the effective date of the registration statement is filed or the disposition of all securities covered by the registration statement; (ii) Prepare and use its Best Efforts to file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (iii) Furnish to the Shareholders Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the shares owned by them and covered by such registration statement; (iv) Use its Best Efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such states or jurisdictions as may be reasonably requested by the ShareholdersHolders; provided, that Xxxxxx will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (v) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering (provided the Holders also enter into and perform their obligations under such underwriting agreement); (vi) Notify the Shareholders Holders as promptly as possible at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits 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 and promptly prepare (and file with the SEC) and furnish to the Shareholders Holders 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 purchasers of Xxxxxx Common Stock covered thereby, such prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vivii) In the case of an underwritten offering, furnish, at the request of the Holders, on the date that such shares are delivered to the underwriters for sale (i) an opinion, dated as of such date, of counsel representing Xxxxxx 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 “comfort” letter, dated as of such date, from the independent certified public accountants of Xxxxxx, in form and substance as in customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (viii) Notify the Shareholders Holders promptly of any request by the SEC for the amendment or supplement of such registration statement or prospectus or for additional information, and notify the Shareholders Holders promptly of the filing of each amendment or supplement to such registration statement or prospectus; (viiix) Advise the ShareholdersHolders, promptly after it receives notice 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 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 (viiix) Furnish to the Shareholders Holders at least one conformed copy of the registration statement and any amendments thereto.

Obligations of Xxxxxx. Whenever (a) Should the Company, in its sole discretion or as otherwise required under by this Section 7.2 Agreement, decide to file a Registration Statement, Xxxxxx shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required by the provisions of this Agreement to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify Xxxxxx of the information the Company requires from Xxxxxx if Xxxxxx elects to have any of the Registrable Securities included in the Registration Statement. Xxxxxx shall provide such information to the Company at least four (4) Business Days prior to the first anticipated filing date of such Registration Statement if Xxxxxx elects to have any of the Registrable Securities included in the Registration Statement. (b) Xxxxxx, by its acceptance of the Registrable Securities, Xxxxxx will, as expeditiously as reasonably possible: (i) Prepare and use its Best Efforts agrees to file cooperate with the SEC a registration statement within 120 days after the Closing Date with respect to such shares and use its Best Efforts to cause such registration statement to become and remain effective until the earlier of six months after the effective date of the registration statement or the disposition of all securities covered by the registration statement; (ii) Prepare and use its Best Efforts to file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith Company as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (iii) Furnish to the Shareholders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the shares owned by them and covered by such registration statement; (iv) Use its Best Efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such states or jurisdictions as may be reasonably requested by the Shareholders; provided, that Xxxxxx will not be required Company in connection therewith or as with the preparation and filing of a condition thereto Registration Statement hereunder, unless Xxxxxx has notified the Company in writing of its election to qualify to do business or to file a general consent to service exclude all of process in any its Registrable Securities from such states or jurisdictions;Registration Statement. (vc) Notify Xxxxxx agrees that, upon receipt of any notice from the Shareholders as promptly as possible at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act Company of the happening of any an event as a result pursuant to Section 4(g) hereof, Xxxxxx will immediately discontinue disposition of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and promptly prepare (and file with the SEC) and furnish Registrable Securities pursuant to the Shareholders a reasonable number Registration Statement covering such Registrable Securities until Xxxxxx is advised by the Company that such dispositions may again be made. (d) Xxxxxx may not participate in any underwritten distribution hereunder unless Xxxxxx (a) agrees to sell Xxxxxx’x Registrable Securities on the basis provided in any underwriting arrangements applicable to such distribution, (b) completes and executes all questionnaires, powers of copies of a supplement to or an amendment attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of Xxxxxx Common Stock covered thereby, such prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vi) Notify the Shareholders promptly of any request by the SEC for the amendment or supplement of such registration statement or prospectus or for additional informationunderwriting arrangements, and notify the Shareholders promptly (c) agrees to pay its pro rata share of the filing of each amendment or supplement all underwriting discounts and commissions applicable with respect to such registration statement or prospectus; (vii) Advise the Shareholders, promptly after it receives notice 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 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 (viii) Furnish to the Shareholders at least one conformed copy of the registration statement and any amendments theretoRegistrable Securities.

Obligations of Xxxxxx. Whenever (a) Each seller of Registrable Shares shall furnish to the Company such written information regarding such seller and the distribution proposed by the seller as the Company may reasonably request in writing and as shall be reasonably required under in connection with any registration, qualification or compliance referred to in this Section 7.2 to effect the registration Agreement. (b) Xxxxxx, by Xxxxxx'x acceptance of the Registrable Securities, Xxxxxx will, as expeditiously agrees to cooperate with the Company as reasonably possible:requested by the Company in connection with the preparation and filing of the Registration Statement(s) hereunder, unless Xxxxxx has notified the Company in writing of Xxxxxx'x election to exclude all of Xxxxxx'x Registrable Securities from the Registration Statement, thereby waiving its rights to have his Registrable Securities registered thereunder. (ic) Prepare In the event that the holders of a majority of Xxxxxx'x Registrable Shares and use its Best Efforts the Investors' Registrable Shares (combined) being registered determine to file engage the services of an underwriter, Xxxxxx agrees to enter into and perform his obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the SEC a registration statement within 120 days after the Closing Date with respect to managing underwriter of such shares offering and use its Best Efforts to cause such registration statement to become and remain effective until the earlier of six months after the effective date of the registration statement or the disposition of all securities covered by the registration statement; (ii) Prepare and use its Best Efforts to file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (iii) Furnish to the Shareholders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and take such other documents actions as they may are reasonably request required in order to expedite or facilitate the disposition of Xxxxxx'x Registrable Shares and the shares owned by them and covered by such registration statement;Investors' Registrable Shares, unless Xxxxxx notifies the Company in writing of his election to exclude all of his Registrable Shares from the Registration Statement(s), thereby waiving his rights to have his Registrable Shares registered thereunder. (ivd) Use its Best Efforts to register and qualify Xxxxxx agrees that, upon receipt of any notice from the securities covered by such registration statement under such other securities or Blue Sky laws of such states or jurisdictions as may be reasonably requested by the Shareholders; provided, that Xxxxxx will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (v) Notify the Shareholders as promptly as possible at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act Company of the happening of any event as a result of the kind described in Section 6(h), Xxxxxx will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until Xxxxxx'x receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(h), which the prospectus included in such registration statementCompany agrees will be prepared and filed with the Commission as expeditiously as possible, as then in effectand, includes an untrue statement of a material fact or omits if so directed by the Company, Xxxxxx shall deliver to state a material fact required to be stated therein or necessary to make the statements therein, in light Company (at the expense of the circumstances under which they were made, not misleading and promptly prepare (and file with Company) all copies in Xxxxxx'x possession of the SEC) and furnish to prospectus covering such Registrable Securities current at the Shareholders a reasonable number time of copies of a supplement to or an amendment receipt of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of Xxxxxx Common Stock covered thereby, such prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;notice. (vie) Notify Xxxxxx may not participate in any underwritten registration hereunder unless Xxxxxx (i) agrees to sell Xxxxxx'x Registrable Securities on the Shareholders promptly basis provided in any underwriting arrangements relating to such underwritten registration, (ii) completes and executes all reasonable questionnaires, powers of any request by attorney, indemnities, lock-up agreements for periods up to 180 days, underwriting agreements and other documents reasonably required under the SEC for the amendment or supplement terms of such registration statement or prospectus or for additional informationunderwriting arrangements, and notify the Shareholders promptly (iii) agrees to pay his pro rata share of the filing of each amendment or supplement to such registration statement or prospectus; (vii) Advise the Shareholders, promptly after it receives notice 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 that purpose all underwriting discounts 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 (viii) Furnish to the Shareholders at least one conformed copy of the registration statement and any amendments theretocommissions.