Piggy-Back Registration Rights. (a) The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter. (b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business. (c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby. (d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration. (e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. (f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. (g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company. (h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 7 contracts
Samples: Note Agreement (Smart for Life, Inc.), Note Agreement (Smart for Life, Inc.), Note Agreement (Smart for Life, Inc.)
Piggy-Back Registration Rights. If at any time commencing after January 1, 2001 until the expiration of the Option (athe "Registration Period"), vFinance.com, Inc. (the "Company") The proposes to register any of securxxxxx xxxxx the Securities Act (other than registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or dividend investment plan, a registration of stock proposed to be issued in exchange for securities or assets of, or in connection with the merger or consolidation with, another person or entity , or a registration of stock proposed to be issued in exchange for securities of such other person or entity), the Company shall give prompt written notice thereof to the Holder at least 30 days’ prior and, upon the written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission request made within ten (the “Commission”). If requested by 10) days after the Holder in writing within 20 days after and, upon receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions effect as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of that number of the happening of any event as a result of Option shares ("Option Shares") which the prospectus included Holder requests the Company to register, provided that if the registration relates to a firm commitment, underwritten public offering, the managing underwriter of the Company's public offering, if any, shall be of the opinion that the inclusion in such registration statement, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such number of Option Shares will not interfere with the statements therein not misleading in the light successful marketing of all of the circumstances then existingCompany's securities being registered. If the managing underwriter, and at if any, reasonably requests the reasonable Holder to reduce in whole or in part the number of Option Shares sought or be registered by the Holder, the Holder shall comply with the request of the managing underwriter. In any underwritten offering, the Holder prepare and furnish to it such number of copies of a supplement to or an amendment shall sell the Option Shares registered as part of such prospectus as may be necessary so that, as thereafter delivered underwritten offering to the purchasers underwriters of such Common Stock Shares or securitiesoffering on the same terms and conditions as apply to the Company. In connection with any registration pursuant to this Section (a), the Holder shall provide the Company with such prospectus shall 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 information regarding the statements therein not misleading in Holder and the light distribution of the circumstances under which they were made. The Holder shall suspend all sales of the Common Stock Option Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, as the Company and the Holder will enter into an underwriting agreement with such managing underwriter shall reasonably request for use in the registration statement relating to such offering. The Company shall pay all costs and expenses of the Holder. The Company shall not be obliged to effect registration under the Securities Act pursuant to this Section (a) on more than one occasion; PROVIDED, which HOWEVER, that this limitation shall not apply if the number of shares requested to be reasonably satisfactory in substance and form registered by the Holder shall have been reduced pursuant to the Company, second sentence of this Section (a) unless and until the Company’s counsel and occurrence of an occasion on which the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties shares requested by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowbe registered have not been so reduced.
Appears in 5 contracts
Samples: Employment Agreement (Vfinance Com), Stock Option Agreement (Vfinance Inc), Employment Agreement (Vfinance Inc)
Piggy-Back Registration Rights. If, at any time on or prior to the first anniversary of the Expiration Time, the Company (aor any successor of the Company, by merger or otherwise) The Company shall give proposes to file a registration statement under the Holder at least 30 days’ prior written notice of each filing Securities Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders or employees of the Company), then the Company, on each such occasion, shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of such registration statement, and Exchange Commission such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a “Holder Notice”) to the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticeCompany, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect inclusion of the shares sold by an Holder), register all or, at Holder’s option, or any portion of the Holder’s shares Registerable Securities of common stock received upon conversion such Rightsholders in such registration statement. The Company shall use commercially best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Shares (Registerable Securities which were the “Common Stock Shares”subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this subparagraph 10(b)(i), if the managing underwriter(s) concurrently with the registration of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other securitiesperson intend to include in such offering is such as to materially and adversely affect the success of such offering, all then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent requisite necessary to permit reduce the public offering and sale total amount of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, offering to the extent permitted amount recommended by such managing underwriter(s) in the managing underwriter’s written opinion.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 5 contracts
Samples: Warrant Exchange Agreement (Compliance Systems Corp), Warrant Exchange Agreement (Compliance Systems Corp), Warrant Exchange Agreement (Compliance Systems Corp)
Piggy-Back Registration Rights. (a) The If the Company before January 15, 2001 contemplates a public offering of shares of its Common Stock to be registered under the Securities Act, the Company shall give so notify the Holder Purchaser in writing of its intention to do so, at least 30 days’ twenty (20) days prior written notice of each to the filing by the Company of a registration statement for such offering. If Purchaser gives written notice to the Company, within ten (10) days of receipt of the notice from the Company, of Purchaser's desire to have its Restricted Common Stock included in such registration statement, Purchaser may, subject to the provisions of this Section 4.04, have its Restricted Common Stock included in such registration statement. The Company shall bear all expenses in connection with the Securities registration and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt sale of any such noticeRestricted Common Stock, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable fees or disbursements of any special counsel which the Purchaser may retain in respect connection with the registration of the shares sold by an Holder), register all or, at Holder’s option, its Restricted Common Stock or any portion of the Holder’s shares of common stock received upon conversion of underwriter's commission, discounts and expenses attributable to the Shares (the “Restricted Common Stock Shares”) concurrently with being offered and sold by the registration of such other securities, all to Purchaser. Notwithstanding the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchangeforegoing, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise determines that the Company that, in its opinion, the distribution number of all or a portion of the Common Stock Shares requested shares proposed to be included in the registration concurrently with the securities being registered sold by the Company would materially adversely affect Company, by other shareholders having piggy-back rights, and/or by the distribution Purchaser is greater than the number of such securities shares which the underwriter believes feasible to sell at the time, at the price and upon the terms approved by the Company, then the Company will include number of shares which the underwriter believes may be sold shall be allocated for inclusion in such the registration firststatement in the following order of priority: (i) shares being offered by the Company; and (ii) pro rata among the other shareholders and the Purchaser, based on the securities that the Company proposes to sell and second, the number of shares of Common Stock Shares each shareholder requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) registered. The Company shall keep effective any registration or qualification contemplated by this section and shall from time have the right to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit designate the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event managing underwriter in respect of a registration public offering pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registrationSection 4.04.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Agouron Pharmaceuticals Inc), Common Stock Purchase Agreement (Immune Response Corp), Common Stock Purchase Agreement (Agouron Pharmaceuticals Inc)
Piggy-Back Registration Rights. (ai) The Company shall give If UpSnap determines, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Holder at least 30 days’ prior written notice Securities Act on a form which is suitable for an offering for cash or shares of each filing UpSnap held by the Company of third parties and which is not a registration solely to implement an employee benefit plan, a registration statement with on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission SEC is applicable, UpSnap will promptly give written notice to the Duratech Shareholders of its intention to effect such a registration. Subject to subsection (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticeii) below, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect UpSnap shall include all of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares Duratech Shareholders requested to be included in such registration, a registration by a written notice delivered to UpSnap within fifteen (15) days after the extent permitted notice given by the managing underwriterUpSnap.
(bii) In If the event of a registration pursuant to these provisionsregistration, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provideddescribed in subsection (i) above, howeverinvolves an underwritten offering, that the Company shall UpSnap will not be required to qualify register shares in excess of the amount that the principal underwriter reasonably and in good faith recommends may be included in such offering (a “Cutback”), which recommendation, and supporting reasoning, shall be delivered to do business the Duratech Shareholders. If such a Cutback occurs, the number of shares that are entitled to included in the registration and underwriting shall be allocated in the following manner: (i) first, to UpSnap for any state by reason securities it proposes to sell for its own account, (ii) second, to the Duratech Shareholders for shares requiring such registration, and (iii) third, to other holders of this section stock of UpSnap requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which it is not otherwise required to qualify to do businesseach such requesting holder has requested registration.
(ciii) The Company shall keep effective All costs and expenses of any such registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as statement shall be required to permit paid by UpSnap, other than sales commissions and the Holder to complete expenses of any separate legal counsel engaged by the offer and sale of the Common Stock Shares covered therebyDuratech Shareholders.
(div) In the event of a The piggy-back registration pursuant rights granted to the provisions of this section, the Company Duratech Shareholders hereunder will continue unless and until counsel to UpSnap shall furnish render an opinion to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in Duratech Shareholders that such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of is not required under the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder shares may reasonably request to facilitate the disposition be sold by them free of the Common Stock Shares included in such registrationrestriction.
(ev) The Company shall notify the Holder promptly when such registration statement has become effective or New Shares issued pursuant to this Agreement may not be transferred except in a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto transaction which is required to be delivered under in compliance with 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, would include an untrue statement of a material fact or omit to and applicable state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, laws and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Companyregulations.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 4 contracts
Samples: Share Exchange Agreement (UpSnap, Inc.), Share Exchange Agreement (UpSnap, Inc.), Share Exchange Agreement (UpSnap, Inc.)
Piggy-Back Registration Rights. (a) The If at any time hereafter, the Company shall give prepare and file one or more registration statements under the Holder at least 30 days’ prior written notice 1933 Act, with respect to a public offering of each filing by equity or debt securities of the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt Company, or of any such noticesecurities of the Company held by its security holders, other than registration statements on forms S-4 or S-8 (or their successor forms), the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable will include in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement such information as is required, and such number of Registrable Securities held by the Participating Holders thereof as may be requested by them, to become effective as promptly as practicable. If permit a public offering of the Registrable Securities so requested; provided, however, that in the case of an underwritten offering, if, in the written opinion of the Company's or, if pursuant to a demand registration by selling security holders, such selling holder's, managing underwriter of any for such offering shall determine and advise the Company that, in its opinionoffering, the distribution of all or a portion inclusion of the Common Stock Shares Registrable Securities requested to be included in the registration concurrently with registered, when added to the securities being registered by the Company or any other selling security holder(s), would exceed the maximum amount of the Company's securities that can be marketed without otherwise materially and adversely affecting the entire offering, then such managing underwriter may exclude from such offering that portion of the Registrable Securities requested to be so registered, so that the total number of securities to be registered is within the maximum number of shares that, in the opinion of the managing underwriter, may be marketed without otherwise materially and adversely affect the distribution entire offering, provided that at least a pro rata amount of such securities by the Company, then the Company will include in such registration first, the securities that otherwise were proposed to be registered for other stockholders (but not the Company proposes and other than with respect to sell and second, the Common Stock Shares requested securities registered pursuant to be demand registration rights if such securities are otherwise included in such registration, to the extent permitted by the managing underwriter.
(bunderwriting) is also excluded. In the event of such a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this sectionproposed registration, the Company shall furnish the then registered holders of Registrable Securities with not less than twenty (20) days' written notice prior to the Holder such reasonable number proposed date of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness filing of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company . Such notice shall promptly notify the Holder at any time when a prospectus relating thereto is required continue to be delivered given by the Company to registered holders of Registrable Securities, with respect to subsequent registration statements filed by the Purchaser, until such time as all of the Registrable Securities have been registered or may be sold without registration under the Securities Act or applicable state securities laws and regulations, and without limitation as to volume pursuant to Rule 144 of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made1933 Act. The Holder holders of Registrable Securities shall suspend all sales of exercise the Common Stock Shares upon receipt of such rights provided for herein by giving written notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, within fifteen (15) days of receipt of the Company’s counsel and 's notice of its intention to file a registration statement. In the Holder’ counselevent the offering involves an underwritten offering, the Participating Holders shall also execute, and be a party to, the underwriter, and such underwriting agreement shall contain such representations and warranties by of the Company and the Holder and such or other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowsecurity holders.
Appears in 4 contracts
Samples: Note Purchase Agreement (Egan Michael S), Note Purchase Agreement (Theglobe Com Inc), Note Purchase Agreement (Theglobe Com Inc)
Piggy-Back Registration Rights. (ai) The Company shall give In the Holder at least 30 days’ prior written notice of each filing by the Company of event XXXXXX proposes to file a registration statement with the SEC pursuant to the Securities and Exchange Commission (Act covering the “Commission”). If requested by the Holder in writing within 20 days after receipt public offering of any such notice, the Company shall, at the Company’s sole expense of its stock (other than a registration relating solely to the underwriting discountsissuance of securities by XXXXXX pursuant to a stock option, if anystock purchase or similar benefit plan or an SEC Rule 145 transaction), payable in respect XXXXXX shall promptly give each Original Holder written notice of such registration. XXXXXX shall use all reasonable efforts to cause to be registered all of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “XXXXXX Common Stock Shares”) concurrently with the registration of that each such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares Original Holder has requested to be included in such registration. Notwithstanding any other provision of this Agreement and regardless of the registration of any shares of XXXXXX Common Stock, the shares of XXXXXX Common Stock will continue to be subject the extent permitted by the managing underwriterlock up provisions specified in Section 2(e).
(bii) In XXXXXX shall have the event right to terminate or withdraw any registration initiated by it under this Section 2(g) before the effective date of a registration pursuant such registration, whether or not any Original Holder has elected to these provisions, the Company shall use its reasonable best efforts to cause the include shares of XXXXXX Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(eiii) The Company All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Sections 2(g) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for XXXXXX shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filedbe borne by XXXXXX.
(fiv) The Company If a registration of which XXXXXX gives notice under this Section 2(g) is for an underwritten offering, then XXXXXX shall so advise the Holder promptly after it shall receive notice or obtain knowledge of Original Holders. In such event, the issuance right of any stop order by the Commission suspending the effectiveness Original Holder to include such Original Holder’s shares of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included XXXXXX Common Stock in such registration statement, as then shall be conditioned upon such Original Holder’s participation in effect, would include an untrue statement such underwriting and the inclusion 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 such Original Holder’s shares of XXXXXX Common Stock in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered underwriting to the purchasers extent provided herein. All Original Holders proposing to distribute their shares of such XXXXXX Common Stock Shares or securities, through such prospectus underwriting shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement in customary form with such underwriter the managing underwriters selected for such offeringunderwriting. Notwithstanding any other provision of this Agreement, which if the managing underwriters advise XXXXXX that marketing factors require a limitation of the number of shares of XXXXXX Common Stock to be underwritten or exclusion of the shares of XXXXXX Common Stock, then the managing underwriters may exclude the shares of XXXXXX Common Stock from the registration and the underwriting. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw therefrom by written notice to XXXXXX and the managing underwriters. Any shares of XXXXXX Common Stock excluded or withdrawn from such underwriting shall be reasonably satisfactory in substance excluded and form to withdrawn from the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowregistration.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cheng Yin-Chieh), Agreement and Plan of Merger (Nocera, Inc.), Agreement and Plan of Merger (Nocera, Inc.)
Piggy-Back Registration Rights. At any time the Conversion Shares or Warrant Shares (aor right to obtain Warrant Shares pursuant to the terms of the Warrant) The (collectively, the “Registrable Securities”) are owned by a Purchaser and there is not an effective registration statement covering all of the Registrable Securities, and if the Company shall give determine to prepare and file with the Holder at least 30 days’ prior written notice of each filing by the Company of SEC a registration statement with relating to an offering for its own account or the Securities and Exchange Commission account of others under the Act, of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents (the “CommissionRegistration Statement”). If requested by the Holder ) relating to equity securities to be issued solely in writing within 20 days after receipt connection with any acquisition of any such notice, the Company shall, at entity or business or equity securities issuable in connection with the Company’s sole expense (stock option or other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Companyemployee benefit plans, then the Company will shall deliver to each Purchaser a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested statement all or any part of such Registrable Securities such Purchaser requests to be included in registered; provided, however, that Registrable Securities may be reduced on a pro rata basis with such registration, other securities being registered on the applicable registration statement if and to the extent permitted by that the managing underwriter.
(bunderwriter(s) In associated with the event offering which is the subject of a the registration pursuant to these provisionsstatement believes, in good faith, that the Company shall use its reasonable best efforts to cause inclusion of such Registrable Securities will have an adverse effect on the Common Stock Shares so registered to be registered or qualified for sale under of the securities or blue sky laws of for which such jurisdictions as the Holder may reasonably request; registration statement was filed, and further provided, however, that the Company shall not be required to qualify register any Registrable Securities pursuant to do business in any state this Section 6.2 that are eligible for resale pursuant to Rule 144 promulgated by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration SEC pursuant to the provisions Act or that are the subject of this sectiona then effective registration statement; provided further that the Borrower’s counsel renders an opinion letter as such in favor of the Purchaser at Borrower’s expense. If any SEC guidance or FINRA regulation sets forth a limitation on the number of securities permitted to be registered on a particular registration statement (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in Registrable Securities to be registered on such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and will be reduced on a pro rata basis with such other documents, as securities being registered on the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such applicable registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Spendsmart Networks, Inc.), Securities Purchase Agreement (Spendsmart Networks, Inc.), Securities Purchase Agreement (Spendsmart Networks, Inc.)
Piggy-Back Registration Rights. If at any time on or after the Effective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (aor by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) The filed in connection with any employee stock option or other benefit plan, or (ii) for a stock dividend or dividend reinvestment plan, then the Company shall (x) give the Holder at least 30 days’ prior written notice of each such proposed filing by to the Company holders of a registration statement with Registrable Securities as soon as practicable but in no event less than ten (10) days before the Securities anticipated filing date of such Registration Statement, which notice shall describe the amount and Exchange Commission (the “Commission”). If requested by the Holder type of securities to be included in writing within 20 days after receipt of any such noticeoffering, the Company shallintended method(s) of distribution, at and the Company’s sole expense (other than name of the underwriting discountsproposed managing underwriter or underwriters, if any, payable in respect of the shares sold by an Holder)offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register all or, at Holder’s option, any portion the sale of the Holder’s such number of shares of common stock received upon conversion of the Shares Registrable Securities as such holders may request in writing within five (the “Common Stock Shares”5) concurrently with the registration days following receipt of such other securities, all notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the extent requisite managing underwriter or underwriters of a proposed Underwritten Offering to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Registrable Securities requested to be included in a Piggy-Back Registration on the registration concurrently with the same terms and conditions as any similar securities being registered by of the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of such Registrable Securities in accordance with the Common Stock Shares included in such registration.
(eintended method(s) The Company of distribution thereof. All holders of Registrable Securities proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement in customary form with such underwriter the Underwriter or Underwriters selected for such offering, which shall be reasonably satisfactory Piggy-Back Registration. Notwithstanding the provisions set forth in substance and form to the Companyimmediately preceding sentences, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to Registrable Securities shall terminate on the extent provided belowseventh anniversary of the Effective Date.
Appears in 4 contracts
Samples: Registration Rights Agreement (Collective Audience, Inc.), Registration Rights Agreement (Abri SPAC I, Inc.), Merger Agreement (Logiq, Inc.)
Piggy-Back Registration Rights. (a) The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the notify Warrant Holder in writing at least fifteen (15) days prior to filing any registration statement under the 1933 Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or a corporate reorganization) and will afford Warrant Holder an opportunity to include in such registration statement all or any part of the Warrant Shares issued or reserved for issuance to Warrant Holder upon exercise of this Warrant. If Warrant Holder desires to include in any such registration statement all or any part of such Warrant Shares, Warrant Holder shall, within 20 ten (10) days after receipt of any such noticethe above-described notice from the Company, so notify the Company shallin writing, at and in such notice shall inform the Company’s sole expense (other than Company of the underwriting discounts, if any, payable number of Warrant Shares Warrant Holder wishes to include in respect such registration statement. If Warrant Holder decides not to include all of the shares sold by an Holder), register all or, at Holder’s option, of Ordinary Shares issued or reserved for issuance to Warrant Holder upon the exercise of this Warrant in any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities thereafter filed by the Company, then Warrant Holder shall nevertheless continue to have the right to include any such Warrant Shares any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company will include in cooperate with Warrant Holder to facilitate its distribution of Warrant Shares pursuant to any such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriterstatement.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective agrees to indemnify and hold harmless Warrant Holder and its directors, officers, employees, agents, partners, members, controlling persons and affiliates from and against any registration expenses, losses, claims, damages or qualification contemplated by this section and shall from time to time amend liabilities they may incur arising out of any untrue or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period alleged untrue statement of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus material fact contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or any amendment or supplement thereto, or arising out of or based upon the initiation omission or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would include an untrue statement of a material fact or omit alleged omission to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 misleading, or arising out of any violation of the 1933 Act or the Securities Exchange Act of 1934, as amended, in connection therewith, provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or amendment thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Holder specifically for use in the light of the circumstances under which they were madepreparation thereof. The Provided that Warrant Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from is entitled to indemnification hereunder, the Company will reimburse Warrant Holder and shall not re-commence sales until they receive copies of its directors, officers, employees, agents, controlling persons and affiliates for any necessary amendment legal or supplement to other expenses reasonably incurred in connection with investigating or defending any such prospectus, which shall be delivered to the Holder within 30 days of the date of action or claim as such notice from the Companyexpenses are incurred.
(hc) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties All expenses incurred by the Company in complying with Section 7(a) (other than the underwriter's discounts and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholderscommissions), including, without limitation, indemnities substantially all registration and filing fees (including all expenses incident to filing with the National Association of Securities Dealers, Inc.), fees and expenses of complying with securities and blue sky laws (except for blue sky expenses required by law to be borne by sellers), expense allowances of the underwriters, printing expenses, fees and disbursements of counsel or other advisor to the effect Company, and of the accountants to Company, are herein called "Registration Expenses." All fees and expenses of counsel for any selling Warrant Holder and all underwriting discounts and commissions applicable to the extent provided beloweligible securities covered by any such registration, are herein called "Selling Expenses."
(d) The Company shall pay all Registration Expenses in connection with each registration pursuant to Section 7(a). All Selling Expenses and blue sky expenses required by law to be borne by sellers in connection with each registration pursuant to Section 7(a) shall be borne by the seller or sellers therein in proportion to the number of eligible securities included by each in such registration or in such other proportions as they may agree upon. In the event of any dispute as to how Selling Expenses are allocated, the Company shall be entitled to apportion the expenses in a reasonable manner between the various sellers.
(e) The piggy-back registration rights granted in this Section 6 are in addition to, and not in lieu of, any other registration rights the Holder may have by virtue of other contractual arrangements with the Company.
Appears in 4 contracts
Samples: Convertible Loan Agreement (XDL Capital Corp), Ordinary Shares and Warrants Purchase Agreement (Commtouch Software LTD), Ordinary Shares and Warrants Purchase Agreement (Commtouch Software LTD)
Piggy-Back Registration Rights. 1.1 If, at any time after the date hereof and prior to December 31, 2014 when there is not an effective registration statement covering the Registrable Securities pursuant to this Agreement, Parent shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account (aother than the initial registration statement relating to an offering for its own account) The Company or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), Parent shall give send to all of the Holder at least 30 days’ prior Holders of Registrable Securities written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission such determination and, if within twenty (the “Commission”). If requested by the Holder in writing within 20 20) days after receipt of any such notice, or within such shorter period of time as may be specified by Parent in such written notice as may be necessary for Parent to comply with its obligations with respect to the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect timing of the shares sold filing of such registration statement, a Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by an such Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with Parent will cause the registration under the Securities Act of all Registrable Securities which Parent has been so requested to register by such other securitiesHolder, all to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Parent shall determine for any reason not to register or to delay registration of such securities, Parent may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 1.1 for the same period as the delay in registering such other securities. Parent shall include in such registration statement all or any part of such Registrable Securities that a Holder requests to be registered; provided, however, that Parent shall not be required to register any Registrable Securities pursuant to this Section 1.1 that are eligible for sale pursuant to Rule 144 of the Securities Act without volume limitations or restrictions. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if Parent after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement (including the price at which Parent proposes to sell the securities in such offering), and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of a Holder, then (x) the number of Registrable Securities of the Holders included in such registration statement shall be reduced, pro rata based on the number of Registrable Securities that each Holder has requested be included in such registration statement and the aggregate number of Registrable Securities that the Holders and the other holders that have received shares of Parent Common Stock in connection with the Plan (the “Other Holders”) have requested be included in such registration statement (such proportion is referred to herein as “Pro Rata”), if Parent after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration statement, if Parent after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as Parent, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (other than Parent).
1.2 Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a registration pursuant to the provisions of this Article I as constituting an offering of securities by or on behalf of Parent, or in any other manner, such that the Staff or the Commission do not permit such registration statement to become effective and used for resales in a manner that does not constitute such an offering and sale that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then Parent shall reduce the number of shares to be included in such registration statement by all Holders and the Common Stock Shares through Other Holders until such time as the securities exchange, if any, on which Staff and the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause Commission shall so permit such registration statement to become effective as promptly as practicableaforesaid. If In making such reduction, Parent shall reduce the managing underwriter number of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested shares to be included by all Holders and the Other Holders on a Pro Rata basis unless the inclusion of shares by a particular Holder or Other Holder or a particular set of Holders or Other Holders are resulting in the Staff’s or the Commission’s “by or on behalf of Parent” offering position, in which event the shares held by such Holder or Other Holder or set of Holders or Other Holders shall be the only shares subject to reduction (and if by a set of Holders or Other Holders on a Pro Rata basis by such Holders or Other Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders or Other Holders). In addition, in the event that the Staff or the Commission requires any Holder seeking to sell securities under a registration concurrently with pursuant to the securities provisions of this Article I to be specifically identified as an “underwriter” in order to permit such registration statement to become effective, and such Holder does not consent to being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include so named as an underwriter in such registration firststatement, then, in each such case, Parent shall reduce the securities that the Company proposes to sell and second, the Common Stock Shares requested total number of Registrable Securities to be included in registered on behalf of such registrationHolder, to until such time as the extent permitted by Staff or the managing underwriterCommission does not require such identification or until such Holder accepts such identification and the manner thereof.
(b) 1.3 In the event of a registration pursuant to these provisionsthe provisions of this Article I, the Company Parent shall use its reasonable best efforts to cause the Common Stock Shares Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as a majority-in-interest of the Holder Holders together with the Other Holders may reasonably request; provided, however, that the Company Parent shall not by reason of this Agreement be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company , to subject itself to taxation in any such jurisdiction or to file a general consent to service of process. Parent shall use commercially reasonable efforts to keep effective any registration or qualification contemplated by this section Agreement and shall shall, from time to time time, amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document document, and communication for such period of time as shall be required to permit the Holder Holders to complete the offer and sale of the Common Stock Shares Registrable Securities covered thereby. Notwithstanding the preceding sentence, Parent shall in no event be required to keep any such registration or qualification in effect for a period in excess of six (6) months from the date on which the Holders together with the Other Holders are first free to sell such Registrable Securities; provided, however, that, if Parent is required to keep any such registration or qualification in effect with respect to securities other than the Registrable Securities beyond such period, Parent shall keep such registration or qualification in effect as it relates to the Registrable Securities for so long as such registration or qualification remains or is required to remain in effect in respect of such other securities.
(d) 1.4 In the event of a registration pursuant to the provisions of this sectionArticle I, the Company Parent shall furnish to the a Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), such reasonable number of copies of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations promulgated thereunder, and such other documents, as the a Holder may reasonably request to facilitate the disposition of the Common Stock Shares Registrable Securities included in such registration.
(e) The Company shall notify 1.5 In the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered registration pursuant to the purchasers provision of such Common Stock Shares or securitiesthis Article I, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock SharesParent, the Company Holders and the Holder will Other Holders shall enter into a cross-indemnity agreement and a contribution agreement, each in customary form, with each underwriter, if any, and, if requested, enter into an underwriting agreement containing conventional representations, warranties, allocation of expenses, and customary closing conditions, with any underwriter who acquires any Registrable Securities.
1.6 Parent agrees that, until all the Registrable Securities have been sold under a registration statement or pursuant to Rule 144 promulgated under the Securities Act, it shall keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of the Registrable Securities to sell such underwriter for securities under Rule 144 promulgated under the Securities Act.
1.7 Parent may grant piggy back registration rights to other persons so long as such offering, which shall be reasonably satisfactory in substance and form rights are pari passu or subordinate to the Company, rights of the Company’s counsel Holders and the Holder’ counsel, and the underwriter, and such agreement nothing herein contained shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect prohibit Parent from granting to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowany person demand registration rights.
Appears in 4 contracts
Samples: Registration Rights Agreement (SFX Entertainment, INC), Registration Rights Agreement (SFX Entertainment, INC), Registration Rights Agreement (SFX Entertainment, INC)
Piggy-Back Registration Rights. (a) The Company shall give 10.1 In the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities event that the Company proposes to sell and secondregister any Registrable Securities under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(bStock) In the event of a registration pursuant to these provisions, the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock Shares so registered owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be registered included in such Registration Statement that are owned, directly or qualified indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for sale under any reason not to proceed with the securities or blue sky laws proposed registration, the Company may at its election give written notice of such jurisdictions as determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder may reasonably request; providedshall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering.
10.2 If the registration of which the Company gives notice is for a registered public underwritten offering, however, that the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 10. In such event, the right of each of the Holders to registration pursuant to this Section 10 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. The Holders whose Registrable Securities are to be included in such registration shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for the underwritten offering by the Company; provided that such Holder will not be required to qualify make any representations or warranties to do business the Company or to the underwriters (other than customary representations and warranties regarding such Holder, such Holder’s ownership of Registrable Securities to be sold in such underwritten offering, and such Holder’s intended method of distribution) or to undertake any state by reason indemnification obligations to the Company or to the underwriters with respect thereto (other than as provided in Section 10.7). Notwithstanding any other provision of this section Section 10, if the managing underwriter or underwriters determine that the inclusion of some or all of the Registrable Securities proposed to be included in the registration and the underwritten offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such number of Registrable Securities as the Company has been advised can be sold in such offering without such adverse effect, to be allocated in the following manner: (i) first, one hundred percent (100%) of the Registrable Securities the Company proposes to sell, (ii) second, the number of Registrable Securities which the Apollo Funds, TopCo Parent and each Holder holding Registrable Securities requested to be included in such offering, pro rata amongst the Apollo Funds, TopCo Parent and each Holder holding Registrable Securities based on the number of Registrable Securities that each of them shall have so requested to be included in such offering, and (iii) third, the number of Registrable Securities requested to be included in such offering by any other Persons, pro rata among such Persons based upon the number of Registrable Securities which all such Persons requested to be included in such offering; provided, that in the event such offering is a Qualified Public Offering and the managing underwriter or underwriters determine that the inclusion of some or all of the Registrable Securities proposed to be included in the registration and the underwritten offering would adversely affect the successful marketing (including pricing) of the offering, then the managing underwriter or underwriters shall include in such Registration Statement only such number of Registrable Securities as the Company has been advised can be sold in such offering without such adverse effect, to be allocated in the discretion of the managing underwriter or underwriters. If any Holder disapproves of the terms of any such underwritten offering, it is not otherwise required may elect to qualify withdraw therefrom by written notice to do businessthe Company and the managing underwriter or underwriters prior to the commencement of such underwritten offering. Any Registrable Securities excluded or withdrawn from any such underwritten offering also shall be excluded or withdrawn from the related registration.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) 10.3 In the event of that any Holder requests inclusion in a registration pursuant to this Section 10 in connection with a distribution of Registrable Securities to its partners, members or other equity holders, the provisions registration shall provide for a resale by such partners, members or other equity holders, as applicable, if requested by such Holder; provided, that, in each case, such Holder shall cause its partners, members or other equity holders, as applicable, to be bound by and comply with this Section 10. Each of the Holders holding Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this sectionSection 10. The Company shall afford any Holder holding Registrable Securities included in any registration that, in the judgment of such Holder, might be deemed to be an underwriter or a “controlling person” (within the meaning of Section 15 of the Securities Act or Section 20 of the 0000 Xxx) of the Company to participate in the Registration Statement with respect to such registration and to include language in such Registration Statement that, in the reasonable judgment of such Holder and its legal counsel, should be included therein.
10.4 Notwithstanding anything contained herein to the contrary, the Company shall furnish have the right to require the Holder such reasonable number Holders to suspend offers and sales of copies Registrable Securities included on any Registration Statement filed whenever, and for so long as, in the judgment of the registration Company either (A) an event has occurred which makes any statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained made in such registration statement and each supplement Registration Statement or amendment thereto (including each preliminary prospectus), all related prospectus or document incorporated therein or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included any changes in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective Registration Statement or a supplement to prospectus so that it will not contain any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 misleading; or (B) it is advisable to suspend use of the Registration Statement and prospectus due to pending corporate developments or public filings with the Securities and Exchange Commission or similar events; provided, however, that the aggregate number of days included in any such suspension period shall not exceed one hundred and eighty (180) days in any twelve (12) month period.
10.5 In connection with any registration of Registrable Securities under the Securities Act (including any registration pursuant to this Section 10) for sale to the public, each Holder agrees (i) not to sell, make any short sale of, grant any option for the purchase of, or otherwise make a Disposition of, any Registrable Securities (in each case, other than as part of such offering) without the prior written consent of the Company during a period designated in writing by the Company to each Holder that shall begin no more than ten (10) days prior to the effectiveness of the Registration Statement under which such public offering shall be made and continuing for no more than ninety (90) days (or one hundred eighty (180) days in the light case of the circumstances then existinginitial public offering) after the effective date of such Registration Statement and (ii) to enter into a “lock-up” agreement on customary terms if requested by the underwriter(s) of such offering; provided, and at that such agreement shall not restrict the reasonable request selling of any Registrable Security for more than ninety (90) days (or one hundred eighty (180) days in the case of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment initial public offering) after the effective date of such prospectus as may be necessary so that, as thereafter delivered Registration Statement.
10.6 The Company shall pay all expenses in connection with each registration of Registrable Securities requested pursuant to this Section 10 and other expenses incidental to the purchasers Company’s performance of, or compliance with, this Section 10; provided, (A) the Company only shall pay reasonable fees and expenses of such Common Stock Shares or securities, such prospectus shall not include an untrue statement one firm of a material fact or omit to state a material fact required counsel for the Holders whose Registrable Securities are to be stated therein or necessary to make the statements therein not misleading included in the light of the circumstances under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, a registration (which shall be delivered selected by the Holders holding a majority of the Registrable Securities being included in any particular Registration Statement) and (B) that each Holder shall pay its portion of all applicable underwriting fees, discounts and similar charges, if any, relating to the Holder within 30 days sale of the date of such notice from the Companyits Registrable Securities included in any Registration Statement pursuant to this Section 10.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 4 contracts
Samples: Management Investor Rights Agreement (ADT Inc.), Management Investor Rights Agreement (ADT, Inc.), Management Investor Rights Agreement (ADT, Inc.)
Piggy-Back Registration Rights. (a) The For a period of twelve (12) months following the Closing Date, if the Company shall give decide to prepare and file with the Holder at least 30 days’ prior Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Purchaser a written notice of such determination and, if within fifteen days after the date of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration statement, all or any part of Purchaser’s shares of Common Stock underlying the Notes or the Warrants (collectively, the “Registrable Securities”) such Purchaser requests to be registered; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale without restriction pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective registration statement; provided, further, however,
(i) if the registration statement is an offering to be made on a continuous basis pursuant to Rule 415 and is not on a Form S-3, and the Commission advises the Company that all of the Registrable Securities which such Holders have requested to be registered may not be included under Rule 415(a)(i), then the number of Registrable Securities to be registered for each filing Purchaser shall be reduced pro-rata among all the Purchasers to an amount to which is permitted by the Commission for resale under Rule 415(a)(i) and each Purchaser shall have the right to designate which of its Registrable Securities shall be omitted from the registration statement; provided, further, however, the Registrable Securities hereunder shall have first priority over shares being registered by any other third parties other than the Company; and
(ii) if the registration so proposed by the Company involves an underwritten offering of a registration statement with the Securities and Exchange Commission (securities so being registered for the “Commission”). If requested by the Holder in writing within 20 days after receipt account of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect to be distributed by or through one or more underwriters of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter marketrecognized standing, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such underwritten offering shall determine and advise the Company in writing that, in its opinion, the distribution of all or a specified portion of the Common Stock Shares Registrable Securities which the Purchasers have requested the Company to be included in the registration register and otherwise concurrently with the securities being registered distributed by the Company would such underwriters will materially and adversely affect the distribution of such securities by such underwriters (such opinion to state the Companyreasons therefor), then the Company will include promptly furnish each such Purchaser of Registrable Securities with a copy of such opinion, and by providing such written notice to each such Purchaser, such Purchaser may be denied the registration of all or a specified portion of such Registrable Securities (in case of such registration firsta denial as to a portion of such Registrable Securities, the securities that the Company proposes to sell and second, the Common Stock Shares requested such portion to be included in such registration, to allocated pro rata among the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestPurchasers); provided, however, that shares to be registered by the Company for issuance by the Company shall not be required to qualify to do business in any state by reason have first priority, each holder of this section in which it is not otherwise required to qualify to do business.
(c) The Company Registrable Securities hereunder shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunderhave second priority, and such any other documents, as the Holder may reasonably request to facilitate the disposition shares being registered on account of the Common Stock Shares included in such registrationother third parties shall have third priority.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fuse Science, Inc.), Securities Purchase Agreement (MusclePharm Corp), Securities Purchase Agreement (Biozone Pharmaceuticals, Inc.)
Piggy-Back Registration Rights. The Company covenants and agrees with the Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event the Company proposes to file a registration statement under the Act with respect to any class of security (other than in connection with an exchange offer, a non-cash offer or a registration statement on Form S-8 or other unsuitable registration statement form) which becomes or which the Company believes will become effective at any time after the Initiation Date then the Company shall in each case give written notice of such proposed filing to the Holders of Warrants and Warrant Shares at least 30 days before the proposed filing date and such notice shall offer to such Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such Holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Warrants and/or Warrant Shares in the manner proposed by such Holders. The Company shall not honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 20 days after the Company has given notice to the Holders of the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticepermit, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to shall cause such registration statement to become effective as promptly as practicable. If the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such offering person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall determine and advise the Company that, in its opinion, writing that it believes that the distribution of all or a portion of the Common Stock Piggy-back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the CompanyCompany for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be required as to Piggy-back Shares if any securities of the Company will include are included in such registration first, statement for the securities that account of any person other than the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) Holders of Piggy-back Shares. In the event of a registration pursuant to these provisionssuch delay, the Company shall use its reasonable best efforts file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to cause permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws end of such jurisdictions as the Holder may reasonably requestperiod of delay ("Piggy-back Termination Date"); provided, however, that if at the Company shall not be Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to qualify to do business remain, in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit effect beyond the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this sectionPiggy-back Termination Date, the Company shall furnish to the Holder such reasonable number of copies of maintain in effect the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be borne by the Company, except that underwriting commissions and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform expenses attributable to the requirements Piggy-back Shares and fees and disbursements of counsel (if any) to the Securities Act and Holders requesting that such Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the rules and regulations thereunderPiggy-back Offering, and Warrant Shares that have not yet been purchased by a holder of Warrants so long as such other documents, as Holder of Warrants submits an undertaking to the Company that such Holder may reasonably request intends to facilitate exercise Warrants representing the disposition number of the Common Stock Warrant Shares to be included in such registration.
(e) The Company shall notify Piggy-back Offering prior to the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part consummation of such registration statement has been filed.
(f) The Piggy-back Offering. In addition, such Holder of Warrants is permitted to pay the Company shall advise the Holder promptly after it shall receive notice or obtain knowledge Warrant Price for such Warrant Shares upon the consummation of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were madePiggy-back Offering. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from If the Company and shall decides not reto proceed with a Piggy-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Sharesback Offering, the Company and has no obligation to proceed with the Holder will enter into an underwriting agreement offering of the Piggy-back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with such underwriter for such offering, which shall be reasonably satisfactory in substance and form the provisions of Section 15.1 hereof (without regard to the Company60 days' written request required thereby). Notwithstanding any of the foregoing contained in this Section 15.2, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect 's obligation to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially offer registration rights to the effect and Piggy-back Shares pursuant to this Section 15.2 shall terminate two (2) years after the extent provided belowExpiration Date.
Appears in 3 contracts
Samples: Warrant Agreement (CPS Systems Inc), Warrant Agreement (Compass Plastics & Technologies Inc), Warrant Agreement (Metalogics Inc)
Piggy-Back Registration Rights. (a) The 3.1 If the Company proposes to file, on its own behalf or on behalf of any holder of Common Stock or other securities of the Company, a Registration Statement under the Securities Act on Form S-1 or S-3 or similar forms available for use by the Company, other than pursuant to Section 2 of this Agreement or on Form S-8 in connection with a dividend reinvestment, employee stock purchase, option or similar plan or on Form S-4 in connection with a merger, consolidation or reorganization, the Company shall give the Holder written notice to each Stockholder at least 30 days’ prior written notice of each ten (10) days before the filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all Registration Statement. Such notice shall offer to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause include in such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of filing all or a portion of the Registrable Securities owned by each Stockholder. If a Stockholder desires to include all or a portion of its Registrable Securities in such Registration Statement, it shall give written notice to the Company within three (3) business days after the date of mailing of such offer specifying the amount of Registrable Securities to be registered (for purposes of this Section 3, “Shares”). The Company shall thereupon include in such filing the Shares, subject to priorities in registration set forth in this Agreement, and subject to its right to withdraw such filing, and shall use its reasonable best efforts to effect the registration under the Securities Act of the Shares.
3.2 The right of a Stockholder to have Shares included in any Registration Statement in accordance with the provisions of this Section 3 shall be subject to the following conditions:
3.2.1 The Company shall have the right to require that the Stockholder agree to refrain from offering or selling any shares of Common Stock that it owns which are not included in any such Registration Statement in accordance with this Section 3 for any reasonable time period, not to exceed ninety (90) days, as may be specified by any managing underwriter of the offering to which such Registration Statement relates.
3.2.2 If (i) a registration pursuant to this Section 3 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and the Stockholders who have requested that their Shares be registered pursuant to this Section 3 by letter of its belief that the amount of Shares requested to be included in such registration exceeds the registration concurrently with amount which can be sold in (or during the securities being registered by time of) such offering within a price range acceptable to the Company would materially adversely affect the distribution or a majority of such securities by the Companyrequesting Stockholders, then the Company will include in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering as follows: first, the securities that being offered by the Company proposes to sell and for its own account; second, the Common Stock Shares of the Stockholders which are requested to be included in such registration pro rata on the basis of the amount of such Shares so proposed to be sold and so requested to be included by such Stockholders; and third, the securities of the Company, if any, proposed to be included in the registration by any other holders of the Company’s securities (whether or not such holders have contractual rights to include such securities in the registration, to the extent permitted by the managing underwriter).
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) 3.2.3 The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement furnish each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for Stockholder with such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in Prospectus as such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder Stockholder may reasonably request in order to facilitate the disposition sale and distribution of the Common Stock Shares included in such registrationits Shares.
(e) The Company shall notify 3.3 Notwithstanding the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Sharesforegoing, the Company and in its sole discretion may determine not to file the Holder will enter into an underwriting agreement Registration Statement or proceed with such underwriter for such offering, the offering as to which shall be reasonably satisfactory the notice specified in substance and form Section 3.1 is given without liability to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowStockholders.
Appears in 3 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Ram Energy Resources Inc), Registration Rights Agreement (Halcon Resources Corp)
Piggy-Back Registration Rights. From and after the Signing Closing Date and until eighteen (a18) The months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give the Holder at least 30 days’ prior prompt written notice to Investments and Buyer of each filing by its intention to do so and of the Company registration rights granted under this Agreement. Upon the written request of a registration statement with the Securities and Exchange Commission Buyer made within thirty (the “Commission”). If requested by the Holder in writing within 20 30) days after the receipt of any such noticenotice (which request shall specify the Registrable Securities intended to be disposed of by Buyer and the intended method of disposition thereof), the Company shall, at the Company’s its sole expense (other than the underwriting discountscost and expense, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with use its best efforts to effect the registration of such other securitiesall Registrable Securities which the Company has been so requested to register Buyer, all to the extent requisite to permit the public offering and sale disposition (in accordance with the intended methods of disposition) of the Common Stock Shares through Registrable Securities by Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities exchangewhich the Company proposes to register; provided, that if any, on which the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested the Registrable Securities represents (giving effect to be included in the registration concurrently with the all other securities being registered by in the Company would materially adversely affect the distribution of such securities by the CompanyRegistration Statement), then the Company will include in such registration firstmay reduce, on a pro rata basis, the securities amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company proposes is permitted to sell register in an “at the market offering”; and secondprovided, further, that if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the Common Stock Shares requested to be included effective date of the Registration Statement filed in connection with such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts determine for any reason either not to cause the Common Stock Shares so registered register or to be registered or qualified for sale under the securities or blue sky laws delay registration of such jurisdictions as the Holder may reasonably request; providedRegistrable Securities, however, that the Company shall not be required may, at its election, give written notice of such determination to qualify to do business Investments and/or the Buyer and, thereupon, (i) in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event case of a registration pursuant determination not to the provisions of this sectionregister, the Company shall furnish be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Holder such reasonable number expenses of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibitsconnection therewith), and (ii) in the case of each prospectus contained a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and registering such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company securities. If Buyer shall notify the Holder promptly when such registration statement has become effective have transferred all or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge its Registrable Securities, then for purposes of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Sharesthis Section, the Company and the Holder will enter into an underwriting agreement with term “Buyer” shall reference Buyer and/or such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowtransferee(s).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Poverty Dignified, Inc.), Securities Purchase Agreement (NanoFlex Power Corp), Securities Purchase Agreement (CIPHERLOC Corp)
Piggy-Back Registration Rights. If at any time on or after the date which a Lender has converted any of its Notes into Registrable Securities, and provided that such Lender continues to hold such Registrable Securities at such time, the Company proposes to file any registration statement under the Securities Act (aa “Registration Statement”) The with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give the Holder at least 30 days’ prior written notice of each such proposed filing by to the Company applicable Lender as soon as practicable but in no event less than ten (10) days before the anticipated filing date of a registration statement with the Securities Registration Statement, which notice shall describe the amount and Exchange Commission (the “Commission”). If requested by the Holder type of securities to be included in writing within 20 days after receipt of any such noticeRegistration Statement, the Company shallintended method(s) of distribution, at and the Company’s sole expense (other than name of the underwriting discountsproposed managing underwriter or underwriters, if any, payable in respect of the shares sold by an Holder)offering, and (y) offer to applicable Lender in such notice the opportunity to register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration sale of such other securities, all number of Registrable Securities as such applicable Lender may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the extent requisite managing underwriter or underwriters of a proposed underwritten offering to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Registrable Securities requested to be included in a Piggy-Back Registration on the registration concurrently with the same terms and conditions as any similar securities being registered by of the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of such Registrable Securities in accordance with the Common Stock Shares included in intended method(s) of distribution thereof. If such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective applicable Lender proposes to distribute its Registrable Securities through a Piggy-Back Registration that involves an underwriter or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after underwriters, then it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement in customary form with such the underwriter or underwriters selected for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowPiggy-Back Registration.
Appears in 3 contracts
Samples: Note Purchase Agreement (Orbsat Corp), Note Purchase Agreement (Orbsat Corp), Note Purchase Agreement (Orbital Tracking Corp.)
Piggy-Back Registration Rights. (a) The If at any time after the Original Issue Date the Company shall determine to register any of its securities for its own account or for any other person (other than a registration under the Securities Act of shares issued in connection with any acquisition of any entity or business, shares issuable solely upon the exercise of stock options, or shares issuable solely pursuant to employee benefit plans, including registration statements on Form X-0, X-0 or any successor form), the Company shall do the following:
(i) promptly give the Holder at least 30 days’ prior written notice thereof (which shall include a list of each filing by the jurisdictions in which the Company of intends to attempt to register or qualify such securities under the applicable blue sky or other state securities laws); and
(ii) include among the securities which it then registers or qualifies all Registrable Securities (as defined below) specified in a registration statement with the Securities and Exchange Commission written request or requests, made within fifteen (the “Commission”). If requested by the Holder in writing within 20 15) days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by written notice from the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestHolder; provided, however, that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all shares whose holders have a contractual, incidental ("piggyback") right to include such shares in the Registration Statement, and as to which inclusion has been requested pursuant to such right and there is first excluded from such Registration Statement all shares sought to be included therein by (i) any holder thereof not having any such contractual, piggyback registration rights, and (ii) any holder thereof having contractual, piggyback registration rights subordinate and junior to the rights of the Holder, then the Company shall not only be required obligated to qualify to do business include in any state such Registration Statement only the amount of Registrable Securities as determined in good faith by reason the managing underwriter. For purposes of this section in which it is not otherwise required to qualify to do business.
(c) The Company Warrant, the term "Registrable Securities" shall keep effective any registration or qualification contemplated by this section mean all shares of Common Stock issued and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale issuable upon exercise of the Warrant; provided however, that shares of Common Stock Shares covered thereby.
which are "Registrable Securities" shall cease to be Registrable Securities (da) In the event of upon any sale pursuant to a registration pursuant to statement under the provisions of this sectionSecurities Act, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements Section 4(1) of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered Rule 144 promulgated under the Securities Act of the happening of any event or (b) at such time as a result of which the prospectus included in such registration statement, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering shares of Common Stock Shares, are freely saleable under Rule 144(k) promulgated under the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowSecurities Act (or a successor provision).
Appears in 3 contracts
Samples: Common Stock Warrant Agreement (One Price Clothing Stores Inc), Stock Purchase Warrant (One Price Clothing Stores Inc), Common Stock Warrant Agreement (One Price Clothing Stores Inc)
Piggy-Back Registration Rights. The Company covenants and agrees with the Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event the Company proposes to file a registration statement under the Act with respect to any class of security (aother than in connection with a Rule 145 transaction an exchange offer, a non-cash offer or a registration statement on Form S-8 or other registration statement form that does not permit secondary sales) which becomes or which the Company believes will become effective at any time after the Initiation Date, then the Company shall in each case give written notice of such proposed filing to the Holders of Warrants and Warrant Shares at least 30 days before the proposed filing date and such notice shall offer to such Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request. The Company shall give not be required to honor any such request to register any such Warrant Shares (i) if the Holder request is received later than six (6) years from the Effective Date, or (ii) if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at has given notice to the Company’s sole expense (other than the underwriting discounts, if any, payable in respect Holders of the shares sold by an Holder)filing. The Company shall permit, register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to shall cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such a proposed offering shall determine and advise the Company that, in its opinionto permit, the distribution Holders of all or a portion of the Common Stock Warrant Shares requested to be included in the registration concurrently with (the "Piggy-back Shares") to include such Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities being registered by of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company would materially adversely affect in writing that it believes marketing factors require a limitation on the distribution number of such securities by shares to be underwritten in the Companyproposed offering, then the Company will include Holders of such Piggy-back Shares shall delay their offering and sale of Piggy-back Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 180 days, as the managing underwriter shall request. In any circumstance in such registration first, which all of the securities that Warrant Shares and other shares of Common Stock of the Company proposes to sell and second, the (including shares of Common Stock Shares issued or issuable upon exercise of warrants or conversion of any subordinated note of the Company) with registration rights (the "Other Shares") requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisionson behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of Warrant Shares and Other Shares that may be so included, the Company number of shares of Warrant Shares and Other Shares that may be so included shall use its reasonable best efforts to cause be allocated among the Common Stock Holders and other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Warrant Shares so registered to and Other Shares that would be registered held by such Holders and other selling stockholders, assuming exercise or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestconversion; provided, however, so that the Company such allocation shall not be required operate to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit reduce the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable aggregate number of copies of the registration statement Warrant Shares and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform Other Shares to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.be
Appears in 3 contracts
Samples: Warrant Agreement (Aremissoft Corp /De/), Warrant Agreement (Aremissoft Corp /De/), Warrant Agreement (Aremissoft Corp /De/)
Piggy-Back Registration Rights. (a) The Company shall give From the Holder date hereof until the Trigger Time, if, at least 30 days’ prior written notice of each filing by any time and from time to time from and after the date hereof, the Company of proposes to make a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticeDistribution for its own account, the Company shall, at that time, promptly give the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares Holder written notice (the “Common Stock SharesPiggy-Back Notice”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriterproposed Distribution.
(b) In A Piggy-Back Notice shall:
(i) specify the event number of a registration pursuant Common Shares (or other securities, as applicable) proposed to these provisionsbe Distributed;
(ii) contain the proposed date of Distribution;
(iii) contain the proposed means of Distribution;
(iv) contain, if applicable, the Company shall use its reasonable best efforts to cause proposed managing underwriter(s) or other underwriters; and
(v) the minimum offering price per Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, Share that the Company shall not Company, acting reasonably, would be required willing to qualify to do business accept in any state by reason of this section in which it is not otherwise required to qualify to do business.such Distribution..
(c) The In the event that a Piggy-Back Notice shall have been given, the Holder may request the inclusion of the Registrable Securities in the Distribution (a “Piggy-Back Registration”) by providing written notice (the “Piggy-Back Exercise Notice”) to the Company shall keep effective any registration or qualification contemplated by this section within seventy-two hours of receipt of the Piggy-Back Notice, which shall:
(i) specify the number of Registrable Securities that the Holder wishes to offer and shall from time to time amend or supplement each sell in the applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period Distribution; and
(ii) contain the undertaking of time as shall be required to permit the Holder to complete provide all such information regarding the offer Holder, its holdings and sale the proposed manner of distribution thereof and to take all such other actions as may be required in order for the Common Stock Shares covered therebyCompany, the Holder and the Distribution to comply with all applicable Laws.
(d) In the event of a registration pursuant The Company shall, subject to the provisions limitations of this sectionArticle II of this Schedule 3 and applicable securities Laws, use commercially reasonable efforts to include, and, as applicable, cause to be qualified or registered in the applicable Distribution, the Company shall furnish to Registrable Securities specified in the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registrationPiggy-Back Notice.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statementIf, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when after giving a prospectus relating thereto Piggy-Back Notice and prior to the time a Prospectus is required filed in connection with such Piggy-Back Registration, the Company shall determine for any reason not to be delivered under complete such Distribution, the Securities Act of the happening of any event as a result of which the prospectus included in such registration statementCompany may, as then in effectat its election, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment give written notice of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered determination to the Holder within 30 days and thereupon shall be relieved of the date its obligation to complete a Distribution of any Registrable Securities in connection with such notice from the Company.
(h) If requested by the underwriter for any underwritten offering particular withdrawn or abandoned Piggy-Back Registration; provided, that if permitted pursuant to Section 2.2 of Common Stock Sharesthis Schedule 3, the Company and Holder may continue the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form Distribution as a Demand Registration pursuant to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowof Section 2.2 of this Schedule 3.
Appears in 3 contracts
Samples: Investor Rights Agreement (Cronos Group Inc.), Subscription Agreement (Cronos Group Inc.), Subscription Agreement (Altria Group, Inc.)
Piggy-Back Registration Rights. The Company covenants and agrees with the Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event the Company proposes to file a registration statement under the Act with respect to any class of security (other than in connection with an exchange offer, a non-cash offer or a registration statement on Form S-8 or other unsuitable registration statement form) which becomes or which the Company believes will become effective at any time after the Initiation Date then the Company shall in each case give written notice of such proposed filing to the Holders of Warrants and Warrant Shares at least 30 days before the proposed filing date and such notice shall offer to such Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Warrants and/or Warrant Shares in the manner proposed by such Holders. The Company shall not honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 20 days after the Company has given notice to the Holders of the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticepermit, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to shall cause such registration statement to become effective as promptly as practicable. If the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares ") to include such Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such offering person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall determine and advise the Company that, in its opinion, writing that it believes that the distribution of all or a portion of the Common Stock Piggy-back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the CompanyCompany for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be required as to Piggy-back Shares if any securities of the Company will include are included in such registration first, statement for the securities that account of any person other than the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) Holders of Piggy-back Shares. In the event of a registration pursuant to these provisionssuch delay, the Company shall use its reasonable best efforts file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to cause permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws end of such jurisdictions as the Holder may reasonably requestperiod of delay ("Piggy-back Termination Date"); provided, however, that if at the Company shall not be Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to qualify to do business remain, in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit effect beyond the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this sectionPiggy-back Termination Date, the Company shall furnish to the Holder such reasonable number of copies of maintain in effect the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in as it relates to the Piggy-back Shares for so long as such registration statement and each supplement remains or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of remain in effect for any event as a result of which the prospectus included in such registration statement, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered other securities. All expenses of registration pursuant to the purchasers of such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which this Section 15.2 shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested borne by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel except that underwriting commissions and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially expenses attributable to the effect Piggy-back Shares and fees and disbursements of counsel (if any) to the extent provided below.Holders requesting that such Piggy-
Appears in 3 contracts
Samples: Warrant Agreement (Jakks Pacific Inc), Warrant Agreement (Jakks Pacific Inc), Warrant Agreement (Jakks Pacific Inc)
Piggy-Back Registration Rights. (a) The If at any time the Company shall give determine to prepare and file with the Holder at least 30 days’ prior SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission such determination and, if within ten (the “Commission”). If requested by the Holder in writing within 20 10) days after receipt of any such notice, such Investor shall so request in writing, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable shall include in respect such Registration Statement all or any part of the shares sold by an Holder)Registrable Securities such Investor requests to be registered, register all orexcept that if, at Holder’s option, in connection with any portion underwritten public offering for the account of the Holder’s Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to may be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of Registration Statement because, in such securities by the Companyunderwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company will shall be obligated to include in such registration firstRegistration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the securities that the Company proposes to sell and second, the Common Stock Shares requested number of Registrable Securities sought to be included in by such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestInvestors; provided, however, that any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Company shall not be required with the holder of such other securities prior to qualify to do business in any state by reason the date of this section Agreement, in which it is not otherwise required case such other securities shall be excluded, if at all, in accordance with the terms of such agreement. Notwithstanding anything in this Agreement to qualify to do business.
(c) The Company shall keep effective any the contrary, the registration or qualification rights contemplated by this section and Section 7 shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for expire automatically at such period of time as shall be required to permit the Holder to complete the offer Registrable Securities become eligible for resale under applicable federal and sale of the Common Stock Shares covered therebystate securities laws without restriction.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 3 contracts
Samples: Note Purchase Agreement (Onstream Media CORP), Note Purchase Agreement (Onstream Media CORP), Note Purchase Agreement (Onstream Media CORP)
Piggy-Back Registration Rights. (a) If at any time the Company proposes to effect an underwritten offering of any of its securities for its own account or for the account of other security holders of the Company (other than a registration statement on Forms S-4 or S-8) that permits the inclusion of the Registrable Shares (a “Piggyback Registration”), then the Company will give the Holders written notice thereof as soon as practicable (but in no event less than ten (10) Business Days prior to the anticipated offering date) and, subject to Section 2.4(b), will include in such offering all Registrable Shares requested to be included therein pursuant to the written request of one or more Holders received within five (5) Business Days after delivery of the Company’s notice. The Company shall give use commercially reasonable efforts to cause the Holder at least 30 days’ prior written notice managing underwriter or underwriters of each filing a proposed underwritten offering to permit the Registrable Shares requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggyback Registration as provided in this Section 2.4 shall not count as an Underwritten Offering Request for purposes of Section 2.3.
(i) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that, in the reasonable opinion of the managing underwriters, the number of shares of Class A Common Stock proposed to be included in such registration exceeds the number of shares of Class A Common Stock that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the offering price per share) (such maximum number of shares, the “Maximum Number of Shares”), the Company will include in such registration, unless otherwise agreed by the Company and the Holders, (A) first, the number of shares of Common Stock that the Company proposes to sell, and (B) second, the Registrable Shares of Holders (which shall be allocated among the Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Holder).
(ii) If a Piggyback Registration is initiated as an underwritten registration on behalf of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt holder of any such notice, the Company shall, at the Company’s sole expense (shares of Common Stock other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter marketunder this Agreement, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and underwriters advise the Company that, in its opinionthe reasonable opinion of the managing underwriters, the distribution number of all or a portion shares of the Common Stock Shares requested proposed to be included in such registration exceeds the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution Maximum Number of such securities by the CompanyShares, then the Company will include in such registration registration, unless otherwise agreed by Company and the holders (including the Holders, if any), (A) first, the securities number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration, (B) second, the number of shares of Common Stock that the Company proposes to sell and second(C) third, the Common Stock Registrable Shares of Holders (which shall be allocated among the Holders on a pro rata basis according to the number of Registrable Shares requested to be included in by each such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do businessHolder).
(c) The If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall keep effective will have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered therebyoffering.
(d) In The Company will not grant to any Person the event of right to request the Company to register any Common Stock in a registration pursuant to Piggyback Registration unless such rights are consistent with the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registrationSection 2.4.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 3 contracts
Samples: Registration Rights Agreement (Colony NorthStar Credit Real Estate, Inc.), Registration Rights Agreement (Colony NorthStar, Inc.), Registration Rights Agreement (Colony NorthStar Credit Real Estate, Inc.)
Piggy-Back Registration Rights. (a) The Company shall give For a period of twelve (12) months following the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticeClosing Date, the Company shallshall notify the Subscriber in writing at least twenty (20) days prior to the filing of any registration statement under Securities Act, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect connection with a public offering of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Securities) and will afford the Subscriber an opportunity to include in such registration statement all or part of the Securities held by the Subscriber. In the event the Subscriber desires to include in any such registration statement all or any part of the Securities held by the Subscriber, the Subscriber shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Securities that the Subscriber wishes to include in such registration statement. If the Subscriber decides not to include all of its Securities and in any registration statement thereafter filed by the Company, the Subscriber shall nevertheless continue to have the right to include any Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.
(b) Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering or private placement advise the Company that the total amount or kind of securities that the Subscriber, the Company and any other persons intended to be included in such proposed public offering is being sufficiently large to adversely affect the success of such proposed public offering or private placement, then the amount or kind of securities to be offered for the various parties wishing to have shares of the Company’s common stock registered shall be included in the following order:
(i) if the Company proposes to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary Securities”):
(A) first, the Primary Securities; and
(B) second, the Securities requested to be included in such registration statement, together with shares of its common stock that do not constitute Securities or Primary Securities (“Other Securities”) held by parties exercising similar piggy-back registration rights (or if necessary, such Securities and Other Securities pro rata among the holders thereof based upon the number of such Securities and Other Securities requested to be registered by each such holder).
(ii) if the Company proposes to register Other Securities:
(A) first, the Other Securities requested to be included in such registration by holders exercising demand registration rights; and
(B) second, the Securities requested to be included in such registration, together with Other Securities held by parties exercising similar piggy-back registration rights (or if necessary, such Securities and Other Securities pro rata among the holders thereof based upon the number of such Securities and Other Securities requested to be registered by each such holder). Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a registration statement referred to herein at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Subscriber.
(c) In connection with its obligation under this Section 5, the Company will (i) furnish to the Subscriber without charge, at least one copy of any effective registration statement and any post-effective amendments thereto, including financial statements and schedules, and, if the Subscriber so requests in writing, all documents incorporated therein by reference and all exhibits (including those incorporated by reference) in the form filed with the SEC; and (ii) deliver to the Subscriber and the underwriters, if any, without charge, as many copies of the then effective prospectus included in the registration statement, as the same may be amended or supplemented (including such prospectus subject to completion) (the “Prospectus”), and any amendments or supplements thereto as such persons may reasonably request.
(d) As a condition to the inclusion of its Securities, the Subscriber shall furnish to the Company such information regarding the Subscriber and the distribution proposed by the Subscriber as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.
(e) The Subscriber agrees by acquisition of the Securities that, upon receipt of any notice from the Company of the happening of any event that, in the good faith judgment of the Company’s Board of Directors, requires the suspension of the Subscriber’s rights under this Section 5, the Subscriber will forthwith discontinue disposition of the Securities pursuant to the then current Prospectus until the Subscriber is advised in writing by the Company that the use of the Prospectus may be resumed. If so directed by the Company, on the happening of such event, the Subscriber will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Subscriber’s possession, of the Prospectus covering the Securities at the time of receipt of such notice.
(f) The Subscriber hereby covenants with the Company (i) not to make any sale of Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (ii) if such Securities are to be sold by any method or in any transaction other than on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Nasdaq Capital Market or in the over-the-counter market, and will use its reasonable best efforts through its officersin privately negotiated transactions, directorsor in a combination of such methods, auditors, and counsel to cause such registration statement notify the Company at least 5 business days prior to become effective as promptly as practicable. If the managing underwriter of date on which the Subscriber first offers to sell any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedSecurities.
(g) The Subscriber acknowledges and agrees that the Securities sold pursuant to a registration statement described in this Section 5 are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Securities is accompanied by a certificate reasonably satisfactory to the Company to the effect that (x) the Securities have been sold in accordance with such registration statement and (y) the requirement of delivering a current Prospectus has been satisfied.
(h) The Subscriber shall promptly notify the Holder at not take any time when a prospectus relating thereto is required action with respect to any distribution deemed to be delivered made pursuant to such registration statement that would constitute a violation of Regulation M under the Securities Act Exchange Act, or any other applicable rule, regulation or law.
(i) Upon the expiration of the happening effectiveness of any event as a result of which registration statement described in this Section 5, the prospectus included in such registration statement, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus Subscriber shall 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 under which they were made. The Holder shall suspend all discontinue sales of the Common Stock Shares Securities pursuant to such registration statement upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date Company’s intention to remove from registration the Securities covered by such registration statement that remain unsold, and the Subscriber shall notify the Company of the number of registered Securities that remain unsold immediately upon receipt of such notice from the Company.
(hj) If requested by Anything to the underwriter contrary contained in this Agreement notwithstanding, when, in the opinion of counsel for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, registration of the Company’s counsel Securities and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties is not required by the Company Securities Act, in connection with a proposed sale of such Securities, the Subscriber shall have no rights pursuant to this Section 5. In furtherance and not in limitation of the Holder and foregoing, the Subscriber shall have no rights pursuant to this Section 5 at such other terms and provisions time as are customarily contained in an underwriting agreement with respect all of the Subscriber’s Securities may be sold without limitation pursuant to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowRule 144.
Appears in 3 contracts
Samples: Subscription Agreement (Pollex, Inc.), Subscription Agreement (SharedLabs, Inc), Subscription Agreement (Cyberspace Vita, Inc.)
Piggy-Back Registration Rights. Until the shares of Common Stock underlying the Warrant are eligible for resale under Rule 144 of the Securities Act of 1933, as amended, if the Company at any time proposes to register under the Act any of its securities (aother than in connection with a tender offer, merger, or other acquisition, or a registration on Form S-4 or S-8, or any successor form thereto) The Company shall for sale for its own account, it will at such time give prompt written notice to the Holder at least 30 days’ prior of its intention to do so. Upon the written notice request of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing made within 20 five (5) days after receipt the date of any such notice, the Company shallwill use its reasonably diligent efforts to effect the registration under the Act of all shares of Common Stock which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the shares of Common Stock to be so registered; PROVIDED HOWEVER, that the Company may at any time withdraw or cease proceeding with any such registration, if it shall at the same time withdraw or cease proceeding with the registration of all other securities originally proposed to be registered. If a registration pursuant to this Section involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company’s sole expense , to be distributed, on a firm commitment basis, by or through one or more underwriters; and (other than ii) the underwriting discountsmanaging underwriter of such underwritten offering shall inform the Company and the Holder by letter of its belief that the number of securities, if any, payable in respect requested to be included for the account of the shares Holder (and any other participating securities holders of the Company) in such registration exceeds the number which can be sold in (or during the time of) such offering, or that the inclusion would in the underwriter's judgment adversely affect the marketing of the securities to be sold by an Holder)the Company, register all or, at Holder’s option, any portion of and the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of Holder and such other holders of securities, all to then the extent requisite to permit the public offering and sale number of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered offering (except for shares to be issued by the Company would materially adversely affect the distribution of such securities in an offering initiated by the Company, then ) shall be reduced to the Company will include required level with the participation in such registration first, offering to be pro rata among Holder and other holders based upon the number of shares of securities that the Company proposes to sell and second, the Common Stock Shares each such Holder or other holders requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 3 contracts
Samples: Warrant Agreement (Netguru Inc), Warrant Agreement (Netguru Inc), Warrant Agreement (Netguru Inc)
Piggy-Back Registration Rights. (a) The Company shall give the Holder Director at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder Director in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holderthe Director), register all or, at Holderthe Director’s option, any portion of the HolderDirector’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder Director may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder Director to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder Director such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder Director may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder Director promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder Director promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder Director at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder Director prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder Director shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder Director within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder Director will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ Director’s counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder Director and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 3 contracts
Samples: Director Fees Conversion Agreement (Smart for Life, Inc.), Director Fees Conversion Agreement (Smart for Life, Inc.), Director Fees Conversion Agreement (Smart for Life, Inc.)
Piggy-Back Registration Rights. (a) The At any time on or after the date hereof, whenever the Company shall propose to file a Registration Statement under the Securities Act relating to the public offering of securities for sale for cash, the Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective Holders as promptly as practicable. If , but in no event less than fifteen (15) days prior to the managing underwriter of any such offering shall determine and advise anticipated filing thereof, specifying the approximate date on which the Company thatproposes to file such Registration Statement and the intended method of distribution in connection therewith, and advising Holders of their right to have any or all of the Registrable Securities then Beneficially Owned by them included among the securities to be covered by such Registration Statement (the “Piggy-Back Rights”).
(b) Subject to Section 3(c) and Section 3(d) hereof, in its opinionthe event that Holders have and shall elect to utilize their Piggy- Back Rights, the distribution of all or Company shall include in the Registration Statement the Registrable Securities identified by the Holders in a portion written request (a “Piggy-Back Request”) given to the Company not later than five (5) Business Days prior to the proposed filing date of the Common Stock Shares requested to Registration Statement. The Registrable Securities identified in a Piggy-Back Request shall be included in the registration concurrently Registration Statement on the same terms and conditions as the other securities included in the Registration Statement.
(c) Notwithstanding anything in this Agreement to the contrary, Holders shall not have Piggy-Back Rights with respect to (i) a Registration Statement on Form S-4 or Form S-8 or Form S-3 (with respect to dividend reinvestment plans and similar plans) or any successor forms thereto or (ii) a Registration Statement filed in connection with an exchange offer or an offering of securities solely to employees of the securities being registered Company.
(d) If the lead managing underwriters selected by the Company would materially adversely affect for an Underwritten Offering for which Piggy-Back Rights are requested shall advise the distribution Company in writing that marketing or other factors require a limitation on the number of shares of securities which can be sold in such securities by offering within a price range acceptable to the Company, then then, (i) such underwriters shall provide written notice thereof to the Holders and (ii) there shall be included in the offering, (A) first, all securities proposed by the Company will include in to be sold for its account (or such registration first, lesser amount as shall equal the securities that maximum number determined by the Company proposes to sell and lead managing underwriters as aforesaid); (B) second, the Common Stock Shares all Registrable Securities requested to be included in such registrationRegistration Statement by Holders, or such lesser number as shall equal, together with the amount referred to in (A), the extent permitted maximum number determined by the lead managing underwriter.
underwriters as aforesaid; and (bc) In the event third, only that number of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered securities requested to be registered or qualified for sale under included by any Other Rights Holders that such lead managing underwriters reasonably and in good faith believe will not substantially interfere with (including, without limitation, adversely affecting the pricing of) the offering of all the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required desires to qualify sell for its own account and all the Registrable Securities that the Holders desire to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication sell for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registrationtheir own accounts.
(e) The Company Nothing contained in this Section 3 shall notify create any liability on the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of the Company to the Holders if the Company for any reason should decide not to file a Registration Statement for which Piggy-Back Rights are available or to withdraw such registration statement has been filedRegistration Statement subsequent to its filing, regardless of any action whatsoever Holders may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.
(f) The Company A request made by Holders pursuant to their Piggy- Back Rights to include Registrable Securities in a Registration Statement shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should not be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required deemed to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included Demand Registration described in such registration statement, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the CompanySection 2(c)(ii) hereof.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 3 contracts
Samples: Exchange Agreement (Cadiz Inc), Private Placement Purchase Agreement (Cadiz Inc), Placement Agent Agreement (Cadiz Inc)
Piggy-Back Registration Rights. (a) The In addition, if at any time during the two years from the date of this Agreement the Company shall give prepare and file one or more registration statements under the Holder at least 30 days’ prior written notice of each filing by the Company of Securities Act (other than a registration statement in Form S-4 (or with regard to any transaction contemplated by Rule 145 promulgated under the Securities Act) or Form S-8 or any successor form of limited purpose and Exchange Commission (other than a post-effective amendment to any such registration statement), with respect to a public offering of equity or debt securities of the “Commission”). If requested by the Holder in writing within 20 days after receipt Company, or of any such noticesecurities of the Company held by its security holders, the Company shallwill include in any such registration statement such information as is required, at and such number of shares of Common Stock purchased hereunder and Conversion Shares (collectively, the "Registrable Securities") held by the Purchasers thereof or their respective designees or transferees as may be requested by them (the "Holders"), to permit a public offering of the Registrable Securities so requested; PROVIDED, HOWEVER, that if, in the written opinion of the Company’s sole expense (other than the underwriting discounts's managing underwriter, if any, payable in respect for such offering, the inclusion of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Registrable Securities requested to be included in the registration concurrently with registered, when added to the securities being registered by the Company or the selling security holder(s), would materially adversely affect exceed the distribution maximum amount of such securities by the Company's securities that can be marketed without otherwise materially and adversely affecting the entire offering, then the Company will include may exclude from such offering all or that portion of the Registrable Securities requested to be so registered, so that the total number of securities to be registered is within the maximum number of shares that, in such registration firstthe opinion of the managing underwriter, may be marketed without otherwise materially and adversely affecting the offering, provided that at least a pro rata amount of the securities that the Company proposes to sell and second, the Common Stock Shares otherwise were requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) registered for other stockholders is also excluded. In the event of such a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this sectionrequested registration, the Company shall furnish the then Purchasers of the Registrable Securities with not less than 20 days' written notice prior to the Holder proposed date of filing of such reasonable number of copies registration statement. Further notice shall be given by the Company to Holders, with respect to subsequent registration statements or post-effective amendments filed by the Company, at such time as all of the Registrable Securities have been registered or may be sold without registration statement under the Securities Act or applicable state securities laws and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform regulations pursuant to the requirements Rule 144 of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition Act. The holders of the Common Stock Shares included Registrable Securities shall exercise the rights provided for in such registration.
(e) The Company shall notify this Section 8 by giving written notice to the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part Company, within ten days of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge receipt of the issuance Company's notice of any stop order by its intention to file a registration statement. Notwithstanding anything contained herein to the Commission suspending contrary, the Company may delay the effectiveness of such registration statement, statement or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in withdraw such registration statement; PROVIDED, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock SharesHOWEVER, the Company and will provide the Holder will enter into an underwriting agreement Holders with notice of such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowdelay or withdrawal.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Zachariou Peter C), Securities Purchase Agreement (Asd Group Inc), Securities Purchase Agreement (Asd Group Inc)
Piggy-Back Registration Rights. From and after the Signing Closing Date and until eighteen (a18) The months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give the Holder at least 30 days’ prior prompt written notice to Investments and Buyer of each filing by its intention to do so and of the Company registration rights granted under this Agreement. Upon the written request of a registration statement with the Securities and Exchange Commission Investments and/or Buyer made within thirty (the “Commission”). If requested by the Holder in writing within 20 30) days after the receipt of any such noticenotice (which request shall specify the Registrable Securities intended to be disposed of by Investments and/or Buyer and the intended method of disposition thereof), the Company shall, at the Company’s its sole expense (other than the underwriting discountscost and expense, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with use its best efforts to effect the registration of such other securitiesall Registrable Securities which the Company has been so requested to register by Investments and/or Buyer, all to the extent requisite to permit the public offering and sale disposition (in accordance with the intended methods of disposition) of the Common Stock Shares through Registrable Securities by Investments and/or Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities exchangewhich the Company proposes to register; provided, that if any, on which the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested the Registrable Securities represents (giving effect to be included in the registration concurrently with the all other securities being registered by in the Company would materially adversely affect the distribution of such securities by the CompanyRegistration Statement), then the Company will include in such registration firstmay reduce, on a pro rata basis, the securities amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company proposes is permitted to sell register in an “at the market offering”; and secondprovided, further, that if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the Common Stock Shares requested to be included effective date of the Registration Statement filed in connection with such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts determine for any reason either not to cause the Common Stock Shares so registered register or to be registered or qualified for sale under the securities or blue sky laws delay registration of such jurisdictions as the Holder may reasonably request; providedRegistrable Securities, however, that the Company shall not be required may, at its election, give written notice of such determination to qualify to do business Investments and/or the Buyer and, thereupon, (i) in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event case of a registration pursuant determination not to the provisions of this sectionregister, the Company shall furnish be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Holder such reasonable number expenses of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibitsconnection therewith), and (ii) in the case of each prospectus contained a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and registering such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company securities. If Buyer shall notify the Holder promptly when such registration statement has become effective have transferred all or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge its Registrable Securities, then for purposes of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Sharesthis Section, the Company and the Holder will enter into an underwriting agreement with term “Buyer” shall reference Buyer and/or such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowtransferee(s).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Mateon Therapeutics Inc), Securities Purchase Agreement (Arkados Group, Inc.), Securities Purchase Agreement (Probe Manufacturing Inc)
Piggy-Back Registration Rights. If the Company, at any time prior -------------------------------- to the Expiration Date, proposes to register (athe "Registration") The any of its securities under the Securities Act of 1933 (the "Securities Act") (except registrations by way of Commission Forms S-4 or S-8, or any successor thereto, or to qualify such securities under the securities laws of any state or register its securities in connection with any warrant, option or employee benefit plan), the Company shall give prompt written notice thereof to the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by and, if the Holder shall so request in writing within 20 days after receipt of any such notice, the Company shall, at shall exercise all reasonable efforts to include among securities which it then endeavors to make the Company’s sole expense (other than the underwriting discounts, if any, payable in respect subject of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such a registration statement to become be filed under the Securities Act all shares the Holder so requests to be registered thereunder (the "DESIGNATED SHARES") and to use its best efforts to cause all such registrations to be effected and to be kept effective as promptly as practicableuntil all sales or distributions contemplated in connection therewith are completed; provided that the Company shall not be obligated to keep such registration in effect for more than nine months from the effective date thereof. If the managing underwriter Company thereafter determines for any reason in its sole discretion not to register or to delay registration of its securities, the Company may, at its election, give written notice of such determination to the Holder and shall be relieved of any obligation to register any Designated Shares in connection with such offering registration or in case of a determination to delay registration, shall determine be permitted to delay in registration of the Designated Shares. All costs and advise expenses incident to the Company's registration of the Designated Shares under the Securities Act, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company thatand all independent certified public accountants, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities underwriters (excluding discounts and commissions) and other persons retained by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registrationshall, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisionsapplicable federal and state securities laws, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunderregulations, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order be borne by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 3 contracts
Samples: Warrant Agreement (Taylor Madison Corp), Warrant Agreement (Taylor Madison Corp), Warrant Agreement (Taylor Madison Corp)
Piggy-Back Registration Rights. (a) The If, at any time on or after the Closing through the Termination Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock plan, then the Company shall (x) give the Holder at least 30 days’ prior written notice of each such proposed filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by to the Holder as soon as practicable but in writing within 20 no event less than ten (10) days after receipt before the anticipated filing date of any the Registration Statement, which notice shall describe the amount and type of securities to be included in such noticeRegistration Statement, the Company shallintended method(s) of distribution, at and the Company’s sole expense (other than name of the underwriting discountsproposed managing underwriter or underwriters, if any, payable in respect of the shares sold by an Holder)offering, and offer to the Holder in such notice the opportunity to register all or, at Holder’s option, any portion the sale of the Holder’s up to such number of shares of common stock received Common Stock equal to the number of shares of Common Stock issuable upon conversion exercise of the Shares this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Common Stock SharesRegistrable Securities”) concurrently with ). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of such other securities, all to the extent requisite a proposed underwritten offering to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Registrable Securities requested to be included in a Piggy-Back Registration on the registration concurrently same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities being registered by through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the Company would materially adversely affect the distribution of underwriter or underwriters selected for such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, Piggy-Back Registration. Notwithstanding anything to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisionscontrary in this Section 5(a), the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify register such Registrable Securities pursuant to do business this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.
(b) Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any state Piggy-Back Registration by reason giving written notice to the Company of this section such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the Holder in which it is connection with such Piggy-Back Registration (including but not otherwise required limited to qualify to do businessany legal fees).
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto to its Registrable Securities is required to be delivered under the Securities Act of Act, upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such registration statementRegistration Statement, as then in effect, would include 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 in the light of the circumstances then existing, and at . At the reasonable request of Hxxxxx, the Holder prepare Company shall also prepare, file and furnish to it 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 purchasers of such Common Stock Shares or securitiesthe Registrable Securities, such prospectus shall 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 light of the circumstances then existing. The Holder shall not offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.
(d) The Company may request Holder to furnish the Company such information with respect to such Holder and such Hxxxxx’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the Commission in connection therewith, and such Holders shall furnish the Company with such information.
(e) All fees and expenses incident to the performance of or compliance with this Section 5 by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any trading market on which the Common Stock are then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which Holder intends to make sales of Registrable Securities with FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the Company in connection with the actions contemplated by this Section 5.
(f) The Company and its successors and assigns shall indemnify and hold harmless Holder, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 5, except to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding Holder furnished to the Company by such party for use therein. The Company shall notify Holder shall suspend all sales promptly of the Common Stock Shares upon receipt institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 5 of which the Company is aware. If the indemnification hereunder is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such notice from Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and shall not re-commence sales until they receive copies Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of any necessary amendment or supplement to such prospectus, which the Company and Indemnified Party shall be delivered determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Sharesinformation supplied by, the Company and or the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counselIndemnified Party, and the underwriterparties’ relative intent, knowledge, access to information and opportunity to correct or prevent such agreement action, statement or omission. The amount paid or payable by a party as a result of any Losses shall contain be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained party in an underwriting agreement connection with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided belowfor herein was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 5(f) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 5(f), Holder shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
Appears in 3 contracts
Samples: Warrant Agreement (Sintx Technologies, Inc.), Warrant Agreement (Sintx Technologies, Inc.), Warrant Agreement (Sintx Technologies, Inc.)
Piggy-Back Registration Rights. If the Company proposes to file a registration statement under the 1933 Act (aother than a registration statement on Form S-4 or S-8 (or any successor form)) The with respect to any class of equity securities of the Company, whether or not for its own account, then the Company shall give the Holder at least 30 days’ prior written notice of each such proposed filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by to the Holder promptly (but in no event fewer than twenty (20) Business Days before the anticipated filing date), and such notice shall offer such Holder the opportunity to register such number of Warrant Shares as the Holder may request in writing within 20 twenty (20) days after receipt of such written notice from the Company (which request shall specify the Warrant Shares intended to be disposed of by the Holder) (a “Piggy-Back Registration”). Upon the written request of any the Holder made within twenty (20) days after the receipt of any such noticenotice (which request shall specify the number of Warrant Shares intended to be disposed of by the Holder and the intended method of disposition of, which shall be on the same terms and conditions as the securities of the Company or other security holder included in the registration statement), the Company shall, at subject to the Company’s sole expense (other than terms of this Warrant, effect the underwriting discounts, if any, payable in respect registration under the 1933 Act of all Warrant Shares which the Company has been so requested to register by the Holder on the same terms and conditions as the securities of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such Company or other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be security holder included in the registration concurrently statement; provided, that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts determine for any reason either not to cause the Common Stock Shares so registered register or to be registered or qualified for sale under the securities or blue sky laws delay registration of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this sectionsecurities, the Company shall furnish may, at its election, give written notice of such determination to the Holder such reasonable number and, thereupon, (i) in the case of copies a determination not to register shall be relieved of the registration statement and of each amendment and supplement thereto (its obligation to register any Warrant Shares in each case, including all exhibits), of each prospectus contained in connection with such registration statement (but not from its obligation to pay the Registration Expenses in connection therewith) and each supplement or amendment thereto (including each preliminary prospectus)ii) in the case of a determination to delay registering, all of which shall conform be permitted to delay registering any Warrant Shares, for the requirements of same period as the Securities Act and the rules and regulations thereunder, and delay in registering such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registrationsecurities.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Warrant Agreement (Quest Resource Holding Corp), Warrant Agreement (Quest Resource Holding Corp)
Piggy-Back Registration Rights. (a) The If at any time during the period beginning six months from the date hereof and prior to the expiration of the Registration Period, the Company shall give determine to file with the Holder Commission a registration statement relating to an offering for its own account under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) (a "Company Registration Statement"), the Company shall send to each Purchaser that (together with affiliates thereof) holds at least 30 days’ prior 200,000 shares written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission such determination and, if within fifteen (the “Commission”). If requested by the Holder in writing within 20 15) days after receipt the effective date of any such notice, such Purchaser shall so request in writing, the Company shallshall include in such Company Registration Statement all or any Registrable Securities such Purchaser requests to be registered, at except that if, in connection with any underwritten public offering for the Company’s sole expense (account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Company Registration Statement because, in such underwriter(s)' judgment, marketing or other than factors dictate such limitation is necessary to facilitate public distribution, then the underwriting discountsCompany shall be obligated to include in such Company Registration Statement only such limited portion of the Registrable Securities, if any, payable with respect to which such Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all proportion to the extent requisite to permit the public offering and sale number of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested Registrable Securities sought to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestPurchasers; provided, however, that any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Company shall not be required Registration Statement other than holders of securities entitled to qualify to do business inclusion of their securities in any state such Company Registration Statement by reason of demand registration rights. If an offering in connection with which an Purchaser is entitled to registration under this section Section 7.2 is an underwritten offering, then each Purchaser whose Registrable Securities are included in which it is not such Company Registration Statement shall, unless otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated agreed by this section and shall from time to time amend or supplement each applicable registration statementthe Company, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of sell such Registrable Securities in an underwritten offering using the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant same underwriter or underwriters and, subject to the provisions of this sectionAgreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. All of the obligations of the Purchasers pursuant to this Agreement shall be applicable to any Company Registration Statement filed pursuant to this Section 7.2. After the date hereof and prior to the expiration of the Registration Period, the Company shall furnish not, without the consent of a majority of the holders of Registrable Securities, grant to any holder of securities of the Company rights similar to those granted to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (Purchasers pursuant to this Section 7.2 which are not in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement parity with or amendment thereto (including each preliminary prospectus), all of which shall conform junior to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered rights granted to the purchasers of such Common Stock Shares or securities, such prospectus shall not include an untrue statement of a material fact or omit Purchasers pursuant 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Companythis Section 7.2.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Purchase Agreement (Ott LLC), Purchase Agreement (Neose Technologies Inc)
Piggy-Back Registration Rights. 5.1 If the Corporation proposes to effect a registration under the 1933 Act involving an offering of securities of the same class as the Director Shares, it shall give written notice of its intention to do so (the "Public Offering Notice") to each Director Holder.
5.2 Upon the written request of a Director Holder (the "Director Holder's Request") delivered to the Corporation within ten days after such Holder's receipt of the Public Offering Notice, the Corporation shall use its best efforts to cause the registration under the 1933 Act of the
(a) The Company if, the number of Director Shares stated in the Director Holder's request represents a greater proportion of the total number of Director Shares owned by such Director Holder than the number of Shares proposed to be sold and distributed by the Onex Group pursuant to the public offering bears to the total number of Shares owned by the Onex Group, the Corporation shall give not be obligated to effect the Holder registration of such excess number of Director Shares of such Director Holder;
(b) if, at least 30 days’ prior any time after giving such written notice of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Corporation determines for any reason not to effect such registration or to delay such registration, it may, at its election, give written notice of such determination to each filing Director Holder and thereupon the Corporation (i) in the case of a determination not to effect registration, shall be relieved of its obligation to register any Director Shares in connection with such registration or (ii) in the case of a determination to delay registration, shall be entitled to delay the registration of the Director Shares for the same period as the delay in the registration of its securities;
(c) if (i) the registration involves an underwritten offering of the securities being registered (in which case the Director Holder shall be required to make its offering through the underwriters selected by the Company Corporation and to sign the same underwriting agreement), whether or not for sale for the account of a registration statement with the Securities Corporation and Exchange Commission (ii) the managing underwriter of such underwritten offering advises the Corporation that the number of Shares that members of the Onex Group, the Director Holders and other selling stockholders wish to sell exceeds the number thereof that, in the sole discretion of the underwriter, is the maximum number thereof that may be included in the offering without adversely affecting the offering, then the Corporation shall not be required to include in the offering the excess number of Shares requested to be sold by the members of the Onex Group and each Director Holder above such maximum number (the “Commission”Shares so included to be apportioned pro rata among the members of the Onex Group, each Director Holder and other selling stockholders so that each member of the Onex Group, each Director Holder and each other selling stockholder shall be entitled to have included in the offering a number of Shares that is proportionate to his or its respective ownership of Shares). If requested by ; and
(d) the Holder in writing within 20 days after receipt Corporation shall not be obligated to effect any registration of Director Holder's Shares under this Section 5 incidental to the registration of any such noticeof its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock options or other employee benefit plans or incidental to the registration of any nonequity securities not convertible into equity securities.
5.3 Except as otherwise prohibited by applicable law or regulations, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable Corporation shall pay all expenses incurred in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently connection with the registration of such other securitiesDirector Holder's Shares pursuant to this Section 5, including all to the extent requisite to permit the public offering registration and sale of the Common Stock Shares through the securities exchangefiling fees, if anyprinting expenses, on which the Company’s common stock is being sold or on the over-the-counter market, blue sky fees and will use its reasonable best efforts through its officers, directors, auditors, expenses and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, accountant expenses to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisionslaw, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall but not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.commissions and
Appears in 2 contracts
Samples: Director Shareholders Agreement (Prosource Inc), Director Shareholders Agreement (Prosource Inc)
Piggy-Back Registration Rights. (a) The Company shall give the Holder Executive at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder Executive in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holderthe Executive), register all or, at Holderthe Executive’s option, any portion of the HolderExecutive’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder Executive may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder Executive to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder Executive such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder Executive may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder Executive promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder Executive promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder Executive at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder Executive prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder Executive shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder Executive within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder Executive will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ Executive’s counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder Executive and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Deferred Compensation Conversion Agreement (Smart for Life, Inc.), Deferred Compensation Conversion Agreement (Smart for Life, Inc.)
Piggy-Back Registration Rights. From and after the Signing Closing Date and until eighteen (a18) The months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give the Holder at least 30 days’ prior prompt written notice to Investments and Buyer of each filing by its intention to do so and of the Company registration rights granted under this Agreement. Upon the written request of a registration statement with the Securities and Exchange Commission Investments and/or Buyer made within thirty (the “Commission”). If requested by the Holder in writing within 20 30) days after the receipt of any such noticenotice (which request shall specify the Registrable Securities intended to be disposed of by Investments and/or Buyer and the intended method of disposition thereof), the Company shall, at the Company’s its sole expense (other than the underwriting discountscost and expense, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with use its best efforts to effect the registration of such other securitiesall Registrable Securities which the Company has been so requested to register Investments and/or Buyer, all to the extent requisite to permit the public offering and sale disposition (in accordance with the intended methods of disposition) of the Common Stock Shares through Registrable Securities by Investments and/or Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities exchangewhich the Company proposes to register; provided, that if any, on which the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested the Registrable Securities represents (giving effect to be included in the registration concurrently with the all other securities being registered by in the Company would materially adversely affect the distribution of such securities by the CompanyRegistration Statement), then the Company will include in such registration firstmay reduce, on a pro rata basis, the securities amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities that the Company proposes is permitted to sell register in an “at the market offering”; and secondprovided, further, that if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the Common Stock Shares requested to be included effective date of the Registration Statement filed in connection with such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts determine for any reason either not to cause the Common Stock Shares so registered register or to be registered or qualified for sale under the securities or blue sky laws delay registration of such jurisdictions as the Holder may reasonably request; providedRegistrable Securities, however, that the Company shall not be required may, at its election, give written notice of such determination to qualify to do business Investments and/or the Buyer and, thereupon, (i) in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event case of a registration pursuant determination not to the provisions of this sectionregister, the Company shall furnish be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Holder such reasonable number expenses of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibitsconnection therewith), and (ii) in the case of each prospectus contained a determination to delay registering such Registrable Securities, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and registering such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company securities. If Buyer shall notify the Holder promptly when such registration statement has become effective have transferred all or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge its Registrable Securities, then for purposes of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Sharesthis Section, the Company and the Holder will enter into an underwriting agreement with term “Buyer” shall reference Buyer and/or such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowtransferee(s).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ab International Group Corp.), Securities Purchase Agreement (Bioxytran, Inc)
Piggy-Back Registration Rights. 4.1 Unless all of the Shares underlying this Warrant (acollectively, the “Registrable Securities”) The Company shall give are included in an effective registration statement with a current prospectus, the Holder at least 30 days’ prior written notice shall have the right, until the Expiration Date, to include the remaining Registrable Securities as part of each filing any other registration of securities filed by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than in connection with a transaction contemplated by Rule 145 promulgated under the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold Act or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisionsForms S-8, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered S-4 or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestany equivalent forms); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of ordinary shares of Registrable Securities which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall not be required obligated to qualify include in such registration statement only such limited portion of the Registrable Securities with respect to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete requested inclusion hereunder as the offer and sale of the Common Stock Shares covered thereby.
(d) underwriter shall reasonably permit. In the event of such a registration pursuant to the provisions of this sectionproposed registration, the Company shall furnish the then Holder of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the Holder such reasonable number proposed date of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness filing of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such Such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holder of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within 30 seven (7) days of the date receipt of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and notice of its intention to file a registration statement. Except as otherwise provided in this Warrant, there shall be no limit on the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and number of times the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect may request registration under this section. For the avoidance of doubt, the registration rights provided pursuant to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to this section shall expire on the effect and to the extent provided belowExpiration Date.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (MingZhu Logistics Holdings LTD), Purchase Warrant Agreement (Senmiao Technology LTD)
Piggy-Back Registration Rights. (a) The Company In the event that the Borrower shall give after the Holder at least 30 days’ prior date hereof commence a registration of any of its common stock (a "Registered Offering"), either for its own account or the account of any other holder or holders of equity securities of the Borrower, other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Rule 145 transaction, (iii) a registration in which the only equity security being registered is capital stock issuable upon conversion of convertible (or exchange of exchangeable) debt securities which are also being registered, or (iv) an initial public offering of the Borrower, the Borrower will provide Lender with written notice thereof within 30 days of each the filing by date of the Company of a first registration statement filed in connection with the Securities and Exchange Commission Registered Offering (the “Commission”"Borrower Notice"). If requested , and, subject to the other terms and conditions set forth in this Section 3, include in such registration (and any related qualification under blue sky laws or other compliance) and any underwriting involved therein, the Common Stock underlying this Debenture (to the extent this Debenture is converted into Common Stock)(collectively, the "Registrable Securities") as is specified in a written request or requests made by Lender to the Holder in writing Borrower within 20 10 days after receipt of any such noticethe Borrower Notice.
(b) If the Registered Offering of which the Borrower gives notice is for a registered public offering involving an underwriting, the Company shallBorrower shall so advise Lender as a part of the Borrower Notice. In such event, at Lendxx'x xights to registration pursuant to Section 3(a) shall be conditioned upon Lendxx'x xarticipation in such underwriting, and the Company’s sole expense inclusion of Lendxx'x Xegistrable Securities in the underwriting shall be limited to the extent provided herein. Lender shall (together with the Borrower and the other holders distributing their securities through such underwriting, if any) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Borrower. Notwithstanding any other provision of this Section 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Lender's Registrable Securities to be included in such registration to such number of Lender's Registrable Securities which the managing underwriter determines can be included in such underwriting without reducing the number of shares to be sold by the Borrower pursuant to such underwriting. In such event, the Borrower shall so advise Lender and the number of shares (other than shares being registered by the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”Borrower) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to that may be included in the registration concurrently and underwriting shall be allocated among all the holders of the Borrower's shares wishing to participate in the Registered Offering in proportion, as nearly as practicable, to the respective amounts of shares held by such holders at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration firstabove provisions, the Borrower may round the number of shares allocated to any holder to the nearest 100 shares. If Lendxx xxxapproves of the terms of any such underwriting, Lender may elect to withdraw therefrom by written notice to the Borrower and the managing underwriter. Any securities that the Company proposes to sell and second, the Common Stock Shares requested to excluded or withdrawn from such underwriting shall be included in withdrawn from such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company and shall not be required transferred in a public distribution prior to qualify to do business in any state by reason 180 days after the effective date of this section in which it is not otherwise required to qualify to do businessthe registration statement relating thereto, or such other shorter period of time as the underwriters may require.
(c) The Company Borrower shall keep effective have the right to terminate or withdraw any Registered Offering or other registration prior to the effectiveness of such registration whether or qualification contemplated by this section and shall from time not Lender has elected to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for include Lendxx'x Xegistrable Securities in such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered therebyregistration.
(d) All registration expenses incurred in connection with registrations pursuant to this Section 3 shall be borne by the Borrower. Unless otherwise stated, all selling expenses relating to Lendxx'x Xegistrable Securities shall be borne by Lender.
(e) In the event case of a registration each registration, qualification or compliance effected by the Borrower pursuant to the provisions of this sectionAgreement, the Company shall Borrower will keep Lender advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense the Borrower will furnish to Lender, should Lender choose to participate in such registration, and to the Holder underwriters of the securities being registered such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each casestatement, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, final prospectus and such other documents, as documents Lender and/or the Holder underwriters may reasonably request in order to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part public offering of such registration statement has been filedsecurities.
(f) The Company shall advise Lender agrees, if any of Lendxx'x Xegistrable Securities are included in the Holder promptly after it shall receive notice securities as to which such registration, qualification or obtain knowledge compliance is being effected, to indemnify the Borrower, each of its directors and officers, each underwriter, if any, of the issuance Borrower's securities covered by such a registration statement, each Person who controls the Borrower or such underwriter within the meaning of Section 15 of the Securities Act, and each other such holder, each of its officers and directors and each Person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any stop order by the Commission suspending the effectiveness untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or the initiation other document, or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order omission (or to obtain its withdrawal if such stop order should be issued.
(galleged omission) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 misleading, and will reimburse the Borrower, Lenders, such directors, officers, Person, underwriters or control Person for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Borrower by Lendxx. Xxtwithstanding the foregoing, Lendxx'x xiability under this subsection shall be limited in an amount equal to the initial price of the Registrable Securities registered by Lender, unless such liability arises out of or is based on willful misconduct by Lendxx.
(g) Each party entitled to indemnification under this Section (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action, and provided further that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the light of the circumstances under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies defense of any necessary amendment such claim or supplement litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such prospectus, which shall be delivered Indemnified Party of a release from all liability in respect to the Holder within 30 days of the date of such notice from the Companyclaim or litigation.
(h) If requested by In the underwriter for event the terms of this Section 3 conflict with the terms of any underwritten offering of Common Stock Sharesunderwriting agreement in connection with any registration hereunder, the Company and the Holder will enter into an terms of such underwriting agreement with shall control.
(i) If Lendxx'x Xegistrable Securities are to be included in any Registered Offering, Lender shall furnish to the Borrower such underwriter for such offering, which information as the Borrower may request in writing and as shall be reasonably satisfactory required in substance and form connection with any registration, qualification or compliance referred to in this Agreement.
(j) The rights granted pursuant to this Section 3 shall terminate at such time as the Company, Borrower has registered Lender's Registrable Securities in a Registered Offering or other registration or all of the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as Registrable Securities are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowsalable under Rule 144 within any 90 day period.
Appears in 2 contracts
Samples: Subordinated Convertible Debenture (Sonus Communication Holdings Inc), Subordinated Convertible Debenture (Sonus Communication Holdings Inc)
Piggy-Back Registration Rights. If, at any time during the term of ------------------------------ this Agreement DST proposes to register (including for this purpose a registration effected by DST for stockholders other than the Affiliate Stockholders) any of its common equity securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration form relating to: (a) The Company a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (b) a registration of securities proposed to be issued in exchange for securities or assets of or in connection with a merger or consolidation with, another corporation; or (c) a registration of securities proposed to be issued in exchange for other securities of DST), DST shall each such time, promptly give the Holder at least 30 days’ prior each Affiliate Stockholder written notice of each filing by such registration together with a list of the Company jurisdictions in which DST intends to attempt to qualify such securities under applicable state securities laws. Upon the written request of a any Affiliate Stockholder given within ten (10) days after written notice from DST (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), DST shall effect, in the manner set forth in Article 5, in connection with such registration, the registration statement under the Securities Act of all of the Registrable Securities which DST has been so requested to register, to the extent required to permit the disposition (in accordance with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect intended methods thereof) of the shares sold by an Holder)Registrable Securities so requested to be registered, provided that if at any time after giving written notice of its intention to register all orany securities and prior to the effective date of such registration, at Holder’s option, DST shall determine for any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the reason not to register or delay registration of such other securities, all DST may, at its election, given written notice of such determination to the extent requisite Affiliate Stockholders and, thereupon, (A) in the case of a determination not to permit the public offering and sale register, DST shall be relieved of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel obligation to cause register any Registrable Securities in connection with such registration statement and (B) in the case of a determination to become effective as promptly as practicable. If the managing underwriter delay such registration, DST shall be permitted to delay registration of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares Registrable Securities requested to be included in such registration, to registration for the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions same period as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business delay in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and registering such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registrationsecurities.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Registration Rights Agreement (Argyros George L), Registration Rights Agreement (DST Systems Inc)
Piggy-Back Registration Rights. (a) The Company shall give If at any time when there is not an effective Registration Statement covering all of the Holder at least 30 days’ prior written notice of each filing by Registrable Securities, the Company of a registration statement determines to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to each holder of Registrable Securities (a “CommissionHolder”). If requested by the Holder in writing ) written notice of such determination and, if within 20 seven (7) business days after receipt of any such notice, any such Holder shall so request in writing (which request shall specify the Company shall, at Registrable Securities intended to be disposed of by the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register all or, at Holder’s option, any portion of by the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite required to permit the public offering and sale disposition of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel Registrable Securities so to cause be registered. The Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to become effective as promptly as practicablebe registered. If In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of any such offering shall determine and advise the Company thatRegistrable Securities, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include offering contemplated in such registration firststatement, and based on such determination recommends inclusion in such registration statement of fewer or none of the securities that Registrable Securities of the Holder, then (x) the number of Registrable Securities of the Holder included in such registration statement shall be reduced, if the Company proposes to sell and secondafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Common Stock Shares requested to Registrable Securities of the Holder shall be included in such registrationregistration statement, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, if the Company shall use its reasonable best efforts to cause after consultation with the Common Stock Shares so registered to be registered or qualified for sale under underwriter(s) recommends the securities or blue sky laws inclusion of none of such jurisdictions as the Holder may reasonably requestRegistrable Securities; provided, however, that if securities are being offered for the Company shall not be required to qualify to do business in any state by reason account of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration other persons or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time entities as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, well as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holder than the fraction of similar reductions imposed on such other persons or entities (other than the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below).
Appears in 2 contracts
Samples: Warrant Agreement (Motomova Inc), Regulation S Subscription Agreement (Energtek)
Piggy-Back Registration Rights. If at any time after the Initial Exercise Date when there is not an effective registration statement covering all of the Registrable Securities, the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for the account of stockholders of the Company (aor by the Company and by stockholders of the Company pursuant to Section 5.1), other than a registration statement: (i) The on Form S-8 or S-4, (ii) offering of securities solely to the Company's existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company shall or (iv) for a dividend reinvestment plan, then the Company shall: (x) give the Holder at least 30 days’ prior written notice of each such proposed filing by to the Company Holders of a registration statement with Registrable Securities as soon as practicable but in no event less than ten (10) days before the Securities anticipated filing date, which notice shall describe the amount and Exchange Commission (the “Commission”). If requested by the Holder type of securities to be included in writing within 20 days after receipt of any such noticeoffering, the Company shallintended method(s) of distribution, at and the Company’s sole expense (other than name of the underwriting discountsproposed managing Underwriter or Underwriters, if any, payable in respect of the shares sold by an Holder)offering, and (y) offer to the Holders of Registrable Securities in such notice the opportunity to register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration sale of such other securities, all number of Registrable Securities as such Holders may request in writing within five (5) days following receipt of such notice (a "PIGGY-BACK REGISTRATION"). The Company shall cause such Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the extent requisite managing Underwriter or Underwriters of a proposed underwritten offering to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Registrable Securities requested to be included in a Piggy-Back Registration on the registration concurrently with the same terms and conditions as any similar securities being registered by of the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of such Registrable Securities in accordance with the Common Stock Shares included in such registration.
(eintended method(s) The Company of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement in customary form with such underwriter the Underwriter or Underwriters selected for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowPiggy-Back Registration.
Appears in 2 contracts
Samples: Incentive Warrant (Alpha Security Group CORP), Incentive Warrant (Alpha Security Group CORP)
Piggy-Back Registration Rights. (a) The If at any time following the date of this Agreement that any Registrable Securities are not freely tradable under Rule 144, (A) there is not one or more effective registration statements covering the resale or other disposition of all of the Registrable Securities and (B) the Company shall give proposes for any reason to register any shares of Common Stock under the Holder at least 30 days’ prior written notice Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of each filing Common Stock by the Company for its own account or for the account of a registration statement with any of its stockholders, it shall at each such time promptly give written notice to the Purchaser of its intention to do so (but in no event less than thirty (30) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the Securities and Exchange Commission Act, include in such registration all Registrable Securities with respect to which the Company has received a written request for inclusion therein from the Purchaser within fifteen (the “Commission”). If requested by the Holder in writing within 20 15) days after receipt of the Company’s notice. Such notice shall offer the Purchaser the opportunity to register such amount of Registrable Securities as the Purchaser may request and shall indicate the intended method of distribution of such Registrable Securities.
(b) Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, and the Purchaser elects to sell its Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering subject to the Purchaser entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to Section 4.16(a) and prior to the effective date of the registration statement filed in connection with such noticeregistration, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, shall determine for any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel reason not to cause such registration statement to become effective as promptly as practicable. If under the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisionsSecurities Act, the Company shall use deliver written notice to the Purchaser and, thereupon, shall be relieved of its reasonable best efforts obligation to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of register any Registrable Securities in connection with such jurisdictions as the Holder may reasonably requestregistration; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus nothing contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which this Section 4.16 shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, limit the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowliabilities and/or obligations under this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Spectrum Global Solutions, Inc.), Securities Purchase Agreement (Spectrum Global Solutions, Inc.)
Piggy-Back Registration Rights. (a) The Company shall give If the Holder Company, at least 30 days’ any time prior written notice to the Expiration Date, proposes to register any New Common Stock under the Securities Act (other than pursuant to Section 2 of each filing this Agreement or pursuant to a registration statement on a form exclusively for the sale or distribution of securities by the Company to employees of the Company or its subsidiaries or for use exclusively in connection with a business combination) whether or not for sale for its own account, and the registration form to be used may be used for the registration of Registrable Shares, it will give prompt written notice to all Holders of the Company's intention to effect such a registration statement and include in such registration all Registrable Shares with respect to which the Securities and Exchange Commission (the “Commission”). If requested by the Company has received written notice from a Holder in writing for inclusion therein within 20 days after receipt the date of the Company's notice; provided, that:
(i) if, at any time after giving written notice of its intention to register any shares and, prior to the effective date of the Registration Statement filed in connection with such noticeregistration, the Company shallshall determine for any reason not to register such shares, the Company may, at the Company’s sole expense (other than the underwriting discountsits election, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration give written notice of such other securitiesdetermination to each Holder requesting inclusion therein, all and, thereupon, the Company shall be relieved of its obligation to register any Registrable Shares in connection with such withdrawn of unfiled registration (but not of its obligation to pay the extent requisite to permit the Registration Expenses in connection therewith);
(ii) if such registration shall be in connection with an underwritten public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in writing that in its opinion, opinion the distribution number of all or a portion of the Common Stock Shares shares requested to be included in such registration exceeds the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution number of such securities which can be sold in such offering or would have an adverse impact on the price of such securities, the amount to be registered shall be allocated first, to the Company if such registration is not being effected as a result of the exercise of any demand registration rights by a holder of the Company's securities, then and second, pro rata among the Company will include Requesting Holders desiring to participate in such registration first, and the other holders of the Company's securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, based on the numbers of shares initially proposed to be included by such holders. If such registration is being effected as a result of the exercise of any demand registration rights by a holder of the Company's securities, the amount of securities to be included in such registration shall be allocated pro rata among the Holders of Registrable Shares desiring to participate in such registration, the Company and among other holders of the Company's securities requested and entitled to be included in such registration, based on the numbers of shares initially proposed to be registered by the Company and all such holders;
(iii) with respect to any unissued shares to be included therein, the Holder delivers a commitment to timely exercise the A&M Options prior to the extent permitted effective date of the registration for inclusion therein of such shares, if the Registration Statement does not otherwise contemplate a continuing or "shelf" registration of shares issuable under the A&M Options; and
(iv) the number of shares to be sold by the managing underwriterHolders is not less than 50,000 (subject to Anti-Dilutive Adjustments).
(b) In the event of a registration If any Registration pursuant to these provisionsthis Section 3 is an underwritten primary offering, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company Holders shall not be required have the right to qualify select the managing underwriter to do business in any state by reason of this section in which it is not otherwise required to qualify to do businessadminister such offering.
(c) The Company shall keep effective any registration or qualification contemplated by maximum number of Piggy-Back Registrations under this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as Section 3 shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered therebytwo.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Registration Rights Agreement (Wherehouse Entertainment Inc), Registration Rights Agreement (A&m Investment Associates 3 LLC)
Piggy-Back Registration Rights. (a) The If, at any time on or after the Closing, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), then the Company shall (x) give the Holder at least 30 days’ prior written notice of each such proposed filing by to the holders of Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of a registration statement with the Securities Registration Statement, which notice shall describe the amount and Exchange Commission (the “Commission”). If requested by the Holder type of securities to be included in writing within 20 days after receipt of any such noticeRegistration Statement, the Company shallintended method(s) of distribution, at and the Company’s sole expense (other than name of the underwriting discountsproposed managing underwriter or underwriters, if any, payable in respect of the shares sold by an Holder)offering, and (y) offer to the holders of Securities in such notice the opportunity to register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration sale of such other securities, all number of Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall use commercially reasonable best efforts to cause such Securities to be included in such registration and shall cause the extent requisite managing underwriter or underwriters of a proposed underwritten offering to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Securities requested to be included in a Piggy-Back Registration on the registration concurrently same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Securities in accordance with the intended method(s) of distribution thereof. All holders of Securities proposing to distribute their securities being registered by through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the Company would materially adversely affect the distribution of underwriter or underwriters selected for such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, Piggy-Back Registration. Notwithstanding anything to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisionscontrary in this Section 6.1, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify register such Securities pursuant to do business this Section 6.1 that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective Registration Statement.
(b) Any holder of Securities may elect to withdraw such holder’s request for inclusion of Securities in any state Piggy-Back Registration by reason giving written notice to the Company of this section such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Securities in which it is connection with such Piggy-Back Registration (including but not otherwise required limited to qualify to do businessany legal fees).
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part holders of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder Securities at any time when a prospectus relating thereto to such holder’s Securities is required to be delivered under the Securities Act of Act, upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such registration statementRegistration Statement, as then in effect, would include 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 in the light of the circumstances then existing, and at . At the reasonable request of such holder, the Holder prepare Company shall also prepare, file and furnish to it 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 purchasers of such Common Stock Shares or securitiesthe Securities, such prospectus shall 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 light of the circumstances then existing. The holders of Securities shall not offer or sell any Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.
(d) The Company may request a holder of Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the Commission in connection therewith, and such holders shall furnish the Company with such information.
(e) All fees and expenses incident to the performance of or compliance with this Section 6.1 by the Company shall be borne by the Company whether or not any Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Securities and Exchange Commission, (B) with respect to filings required to be made with any trading market on which the Common Stock or other Securities are then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Securities intends to make sales of Securities with FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Section 6.1. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Securities on any securities exchange as required hereunder.
(f) The Company and its successors and assigns shall indemnify and hold harmless each Purchaser, each holder of Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls each Purchaser or any such holder of Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 6.1, except to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding a Purchaser or such holder of Securities furnished to the Company by such party for use therein. The Holder Company shall suspend all sales notify each Purchaser and each holder of Securities promptly of the Common Stock Shares upon receipt institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 6.1 of which the Company is aware. If the indemnification hereunder is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such notice from Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and shall not re-commence sales until they receive copies Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of any necessary amendment or supplement to such prospectus, which the Company and Indemnified Party shall be delivered determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Sharesinformation supplied by, the Company and or the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counselIndemnified Party, and the underwriterparties’ relative intent, knowledge, access to information and opportunity to correct or prevent such agreement action, statement or omission. The amount paid or payable by a party as a result of any Losses shall contain be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained party in an underwriting agreement connection with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided belowfor herein was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 6.1(f) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 6.1(f), neither the Purchaser nor any holder of Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MDNA Life Sciences, Inc.), Securities Purchase Agreement (MDNA Life Sciences, Inc.)
Piggy-Back Registration Rights. If (abut without any obligation to do so) The the Company shall give at any time during the Holder at least 30 days’ prior written notice of each filing two year period commencing ___________, ____ proposes to register (including for this purpose a registration effected by the Company for security holders other than the Holder) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement with covering the Securities and Exchange Commission (sale of the “Commission”Registrable Securities). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at each such time, promptly give the Holder written notice of such registration. Upon the written request of the Holder given within twenty (20) days after receipt of such written notice from the Company’s sole expense (other than , the underwriting discountsCompany shall, if anysubject to the provisions of this Section 8, payable in respect cause to be registered under the Securities Act all of the shares sold by an Holder), register all or, at Holder’s option, any portion of Registrable Securities that the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Holder has requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestregistered; provided, however, that the Company shall have not be required to qualify to do business such obligation if, in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale good faith judgment of the Common Stock Shares covered thereby.
(d) In the event Company's Board of a registration pursuant Directors, it would be seriously detrimental to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies its security holders to include any Registrable Securities in the subject registration statement or offering or if the managing underwriter of the subject proposed offering objects in writing addressed to the Company to the inclusion of any necessary amendment Registrable Securities in the subject registration statement or supplement to such prospectusoffering; and provided further, which however, that the Registrable Securities shall be delivered subject to restrictions on transfer for 90 days after the Holder within 30 days effective date of the date subject registration statement. The inclusion of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties 's Registrable Securities in a registration statement filed by the Company and declared effective by the Securities and Exchange Commission ("SEC") shall be deemed to be the exercise by such Holder and of the piggy-back registration rights granted herein to such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowHolder.
Appears in 2 contracts
Samples: Warrant Agreement (Cycle Country Accessories Corp), Warrant Agreement (Obn Holdings)
Piggy-Back Registration Rights. The Company covenants and agrees that in the event that prior to the filing of any registration statement required to be filed pursuant to Section 3(a) above, the Company proposes to file a registration statement under the Securities Act with respect to shares of Common Stock (aother than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to the Holders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to the Holders the opportunity to include in such registration statement such number of Registrable Securities as the Holders may request. The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities direct and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of a proposed underwritten offering to permit the Holders to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of the Holders to registration pursuant to this Section 3(c) shall be conditioned upon (i) such Holder’s participation in such underwriting and the inclusion of the Registrable Securities to be sold by such Holder in the underwriting and (ii) such Holder executing an underwriting agreement entered into by the Company which includes customary terms and conditions relating to sales by shareholders. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and any other agreement on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s Registrable Securities and such Holder’s intended method of distribution and any other representation required by law. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, if any such offering managing underwriter of nationally recognized standing shall determine and advise the Company and the Holders in writing that, in its opinion, the distribution of all or a specified portion of the Common Stock Shares Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution price of such securities by increasing the Companyaggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in a registration which is a primary underwritten offering on behalf of the Company then the following shall be the priority of inclusion of shares in such registrationoffering:
i. First: the Company shall be permitted to include all shares that it intended to offer, subject to reduction by the underwriter;
ii. Second: if the Company is able to include all of the shares that it intends to offer, then the VGH Holders and the CIT Holders shall be permitted to include the number of their shares that they request to be included, subject to reduction by the underwriter pro rata based on the total number of Registrable Securities that they request to be included;
iii. Third: if the Holders are permitted to include all of the shares that they request to be included, then other holders of registration rights, if any, may include their shares to the extent permitted determined by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Registration Rights Agreement (ABC Funding, Inc), Registration Rights Agreement (ABC Funding, Inc)
Piggy-Back Registration Rights. (a) The Company shall If the Corporation is formally considering completing a Public Offering for its own account or if a security holder proposes to complete a Public Offering through a secondary offering by way of the exercise of registration rights granted to such shareholder by the Corporation (including with respect to the exercise of the Demand Registration rights by the Requesting Investor(s) pursuant to Section 6.1), the Corporation shall, at that time, promptly give the Holder at least 30 days’ prior Investor(s) written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission such proposed Public Offering (the “CommissionPiggy-Back Notice”), which notice shall include all material terms of the proposed distribution, including the proposed pricing, if available, and whether the distribution is to be effected as a “bought deal” (it being understood that the Corporation shall not be required to provide a Piggy-Back Notice to Investors who are Requesting Investor(s) with respect to such Public Offering). If requested Upon the written request of the Investor(s) who are not Requesting Investors with respect to a Public Offering (each a “Piggy-Back Investor”) received by the Holder in writing Corporation within 20 days after receipt the five (5) Business Days following the delivery of any the Piggy-Back Notice, and provided that at the time it receives the Piggy-Back Notice the Investor’s Percentage of such noticePiggy-Back Investor is not less than ten percent (10%), the Company shallCorporation and any Requesting Investor shall use reasonable commercial efforts to cause, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently conjunction with the registration of such other securitiesproposed Public Offering, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in such Public Offering such number of Equity Securities (the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities “Piggy-Back Securities”) that the Company proposes to sell and second, the Common Stock Shares Piggy-Back Investor(s) have requested to be included in such registrationPublic Offering pursuant to applicable Securities Laws, reduced, as required, in accordance with Sections 6.1(g) or 6.2(b) (as applicable) (the “Piggy-Back Registration”) and the procedures in Schedule A will apply. Notwithstanding any provision hereof to the extent permitted by contrary, if the managing underwriterPublic Offering is carried out as a “bought deal”, or any other type of Public Offering which does not include a road show, and the Corporation has formally begun to consider a possible Public Offering fewer than five (5) Business Days before conducting such Public Offering, the five (5) Business Days period following receipt of the Piggy-Back Notice described in this Section 6.2(a) shall not apply and the Corporation shall give prospective Piggy-Back Investor(s) as much notice as possible under the circumstances, considering the promptness with which “bought deals” (or such other Public Offerings) are currently carried out according to Securities Laws and usual market practice, and the prospective Piggy-Back Investor(s) shall only have such amount of time (which, at a minimum, will be twenty-four (24) hours) to notify the Corporation whether or not it will participate in the “bought deal” or such other Public Offering, failing which the Corporation shall be free to conduct the “bought deal” or such other Public Offering without the prospective Piggy-Back Investor(s) participation.
(b) In Notwithstanding Section 6.2(a), if, in connection with a Piggy-Back Registration, it is the event reasonable belief of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered managing underwriter(s) or qualified for sale under the securities or blue sky laws of such jurisdictions managing agent(s) (as the Holder may reasonably request; provided, howeverapplicable), that the Company shall not inclusion of the Piggy-Back Securities would jeopardize the successful marketing of the Equity Securities to be required sold in the Public Offering upon which the Piggy-Back Registration is being made, to qualify be sold within a reasonable price range to do business in any state by reason of this section in the Corporation, the Corporation, the Requesting Investor(s) or the shareholder making the Public Offering upon which it the Piggy-Back Registration is not otherwise required to qualify to do business.
being made (cas applicable) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit include in such Public Offering the Holder to complete the offer and sale part of the Common Stock Shares covered thereby.Equity Securities, according to the following priority:
(di) In the event of a registration pursuant to the provisions of this sectionfirst, the Company shall furnish to Equity Securities being offered by the Holder such reasonable number of copies of Corporation on its own account if the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to Corporation initiated the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.Public Offering;
(eii) The Company shall notify second, between the Holder promptly when security holder(s) making the Public Offering upon which the Piggy-Back Registration is being made and any Piggy-Back Securities held by Piggy-Back Investors, reduced on a pro rata basis between such registration statement has become effective or a supplement to any prospectus forming a part of Equity Securities being offered by such registration statement has been filed.security holder making the Public Offering and Piggy-Back Securities if Piggy-Back Securities are being offered; and
(fiii) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of third, pro rata amongst any stop order other security holders who have been granted piggy-back rights by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedCorporation.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Transfer Agreement (Excellon Resources Inc), Acquisition Agreement (Excellon Resources Inc)
Piggy-Back Registration Rights. (a) The Company shall not file a Registration Statement relating to the public offering of Common Stock for sale for cash for its own account for a period of one hundred eighty (180) days following the Closing Date without the prior written consent of the Foundation, which consent shall not be unreasonably withheld.
(b) Whenever the Company shall propose to file a Registration Statement under the Securities Act relating to the public offering of Common Stock for sale for cash for its own account, the Company shall give written notice to the Holder Foundation at least 30 days’ fifteen (15) Business Days prior to the anticipated filing thereof, specifying the approximate date on which the Company proposes to file such Registration Statement and the intended method of distribution in connection therewith, and advising the Foundation of the Foundation's right to have any or all of the Registrable Securities then held by the Foundation included among the securities to be covered by such Registration Statement (the "Piggy-Back Rights") and the Foundation's right, until such time as the Foundation holds less than fifty percent (50%) of the issued and outstanding shares of Common Stock, to have any or all of the Registrable Securities then held by the Foundation included among the securities to be covered by such Registration Statement such that the Foundation shall be entitled to receive, at its option, up to fifty percent (50%) of the proceeds from the sale of shares of Common Stock to the public (the "Share- Rights").
(c) Subject to Section 3(d) and Section 3(e) hereof, in the event that the Foundation has and shall elect to utilize its Piggy-Back Rights or Share-Rights, the Company shall include in the Registration Statement the Registrable Securities identified by the Foundation in a written notice request (the "Piggy-Back Request") given to the Company not later than ten (10) Business Days prior to the proposed filing date of each filing the Registration Statement. The Registrable Securities identified in the Piggy-Back Request shall be included in the Registration Statement on the same terms and conditions as the other shares of Common Stock included in the Registration Statement.
(d) Notwithstanding anything in this Agreement to the contrary, the Foundation shall not have Piggy-Back Rights or Share-Rights with respect to (i) a Registration Statement on Form S-4 or Form S-8 or Form S-3 (with respect to dividend reinvestment plans and similar plans) or any successor forms thereto, (ii) a Registration Statement filed in connection with an exchange offer or an offering of securities solely to existing stockholders or employees of the Company, (iii) a Registration Statement filed in connection with an offering by the Company of securities convertible into or exchangeable for Common Stock, (iv) a registration statement Registration Statement filed in connection with the Securities and Exchange Commission (the “Commission”). If requested redistribution of shares of Common Stock held by the Holder Foundation in writing within 20 days after receipt excess of any such noticethe Ownership Limit pursuant to Article VI of the Voting Trust and Divestiture Agreement, or (v) a Registration Statement filed in connection with a private placement of securities of the Company shall(whether for cash or in connection with an acquisition by the Company or one of its subsidiaries).
(e) If the lead managing underwriter selected by the Company for an Underwritten Offering for which Piggy-Back Rights are requested determines that marketing or other factors require a limitation on the number of shares of Common Stock to be offered and sold in such offering, at the Company’s sole expense then (other than the underwriting discounts, if any, payable in respect i) such underwriter shall provide written notice thereof to each of the shares sold by an Holder), register all or, at Holder’s option, any portion of Company and the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter marketFoundation, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering (ii) there shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered offering, first, all shares of Common Stock proposed by the Company would materially adversely affect to be sold for its account (or such lesser amount as shall equal the distribution of such securities maximum number determined by the Companylead managing underwriter as aforesaid) and, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares only that number of Registrable Securities requested to be included in such registration, to the extent permitted Registration Statement by the Foundation that such lead managing underwriter.
underwriter reasonably and in good faith believes will not substantially interfere with (bincluding, without limitation, adversely affect the pricing of) In the event offering of a registration pursuant to these provisions, all the Company shall use its reasonable best efforts to cause the shares of Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required desires to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication sell for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filedits own account.
(f) The Nothing contained in this Section 3 shall create any liability on the part of the Company shall advise to the Holder promptly after it shall receive notice Foundation if the Company for any reason should decide not to file a Registration Statement for which Piggy-Back Rights or obtain knowledge Share-Rights are available or to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever that the Foundation may have taken, whether as a result of the issuance by the Company of any stop order by the Commission suspending the effectiveness of such registration statement, notice hereunder or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedotherwise.
(g) The Company A request made by the Foundation pursuant to its Piggy-Back Rights or Share-Rights to include Registrable Securities in a Registration Statement shall promptly notify the Holder at any time when a prospectus relating thereto is required not be deemed to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included Demand Registration described in such registration statement, as then in effect, would include an untrue statement of a material fact Section 2(d)(i) or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the CompanySection 2(d)(ii) hereof.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Settlement Agreement (Rightchoice Managed Care Inc), Registration Rights Agreement (Rightchoice Managed Care Inc /De)
Piggy-Back Registration Rights. If, at any time following the Effective Date, the Corporation proposes to make or file a Registration Statement or Canadian Prospectus for the Distribution for its own account or for the account of other securityholders exercising demand registration rights granted to such securityholders (aother than Henset and its Permitted Assignees) The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “CommissionOther Distribution”), in a form and manner that, with appropriate changes, would permit the registration or qualification of Registrable Securities under such Registration Statement or Canadian Prospectus, the Corporation will, at that time, promptly give Henset written notice (the “Piggy-Back Notice”) of the proposed Distribution. If requested by Upon the Holder in writing written request of Henset, given within 20 days fifteen (15) Business Days after receipt of any the Piggy-Back Notice (provided that if such noticeproposed Distribution is to be effected as a bought deal or similar offering, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all Corporation shall have provided notice thereof to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective Henset as promptly as practicable. If practicable in the managing underwriter of any such offering shall determine and advise the Company thatcircumstances, in which case Henset shall be required to respond in a manner consistent with the time periods typical for transactions of such nature, and in any event prior to the launch of such bought deal or similar offering), that Henset and/or its opinionPermitted Assignees wishes to include a specified number of the Registrable Securities in the Distribution, the distribution of all Corporation will cause the Registrable Securities requested to be registered or a portion of the Common Stock Shares requested qualified by Henset and/or its Permitted Assignees to be included in the registration concurrently with Distribution (a “Piggy-Back Registration”). Notwithstanding the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration firstforegoing, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company Corporation shall not be required to qualify include all of the Registrable Securities requested to do business be qualified by Henset and/or its Permitted Assignees in a Piggy-Back Registration if, in connection with such Distribution, the Corporation is advised in good faith by its managing underwriter or underwriters to impose a limitation on the number or kind of securities which may be included in any state by reason of this section such Distribution because, in its reasonable judgment, such limitation is necessary to effect an orderly public distribution, in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as case the Corporation shall be required to permit the Holder to complete the offer and sale include in such Distribution only such portion of the Common Stock Registrable Securities as is determined in good faith by such managing underwriter(s) in the following priority: first, the securities offered by the Corporation for its own account and as contemplated in the Piggy-Back Notice; second, the Registrable Securities requested to be qualified by Henset and/or its Permitted Assignees under this Section 2.2, the securities offered for the account of another securityholder (other than Henset and/or its Permitted Assignees) exercising demand rights in respect of the Other Distribution, and/or the securities requested to be qualified by any other securityholder of the Corporation exercising its “piggy-back” rights, on a pro rata basis (based on the proportionate ownership of Subordinate Voting Shares covered thereby.
(d) In the event of a registration pursuant by Henset and its Permitted Assignees to the provisions ownership of this section, the Company Subordinate Voting Shares by such other securityholders). The Parties shall furnish to the Holder such reasonable number of copies of the registration statement cooperate in good faith and of each amendment in a timely manner in connection with any Piggy-Back Registration and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act related Distribution and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included procedures in such registrationSchedule “A” shall apply.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Registration Rights Agreement (Colliers International Group Inc.), Transaction Agreement (Colliers International Group Inc.)
Piggy-Back Registration Rights. (a) The Whenever the Company shall propose to file a registration statement under the Securities Act relating to the public offering of Common Stock (other than in connection with an Excluded Registration) for the Company's own account or for the account of any holder of Common Stock who holds registration rights as of the date hereof (the "Initiating Holder") and on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, the Company shall (i) give the Holder written notice at least 30 days’ 15 Business Days prior to the filing thereof to each Holder of Registrable Securities then outstanding, specifying the approximate date on which the Company proposes to file such registration statement and advising such Holder of its right to have any or all of the Registrable Securities then held by such Holder included among the securities to be covered thereby and (ii) at the written request of any such Holder given to the Company within 15 days after such Holder's receipt of written notice from the Company, include among the securities covered by such registration statement the number of each filing Registrable Securities which such Holder (a "Requesting Holder") shall have requested be so included (subject, however, to reduction in accordance with paragraph (b) of this Section 3).
(b) Each Holder of Registrable Securities wishing to participate in an offering pursuant to Section 3(a) may include shares of Common Stock in any Registration Statement relating to such offering to the extent that the inclusion of such shares of Common Stock shall not reduce the number of shares of Common Stock to be offered and sold by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”)or any Initiating Holder pursuant thereto. If requested the lead managing underwriter for an Underwritten Offering pursuant to Section 3(a) determines that marketing factors require a limitation on the number of shares of Common Stock to be offered and sold by the Holder Requesting Holders in writing within 20 days after receipt such offering, there shall be included in such offering only that number of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discountsshares of Common Stock, if any, payable in respect that such lead managing underwriter reasonably believes will not jeopardize the success of the offering of all of the shares sold by an Holder)of Common Stock that the Company wishes to sell for its own account or that the Initiating Holder desires to sell for its own account, register all oras the case may be. In such event, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”to be included in such offering shall consist of (i) concurrently with the registration of such other securitiesfirst, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchangethe Company or the Initiating Holder, as the case may be, proposes to sell, and (ii) second, the number, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares Registrable Securities requested to be included in such registrationregistration that, to in the extent permitted by opinion of such lead managing underwriter can be sold without jeopardizing the managing underwriter.
(b) In success of the event offering of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under all of the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not or the Initiating Holder, as the case may be, wishes to sell for its own account, such amount to be required allocated on a pro rata basis among the Holders of Registrable Securities who have requested that their securities be so included based on the number of Registrable Securities that each Holder thereof has requested to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do businessbe so included.
(c) The Company Nothing in this Section 3 shall keep effective create any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit liability on the Holder to complete the offer and sale part of the Common Stock Shares covered thereby.
(d) In Company to the event Holders of Registrable Securities if the Company for any reason should decide not to file a registration pursuant statement proposed to the provisions of this section, the Company shall furnish be filed under Section 3(a) or to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in withdraw such registration statement and each supplement or amendment thereto (including each preliminary prospectus)subsequent to its filing, all regardless of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the any action whatsoever that a Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statementhave taken, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event whether as a result of which the prospectus included in such registration statement, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties issuance by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowof any notice hereunder or otherwise.
Appears in 2 contracts
Samples: Registration Rights Agreement (Itc Deltacom Inc), Registration Rights Agreement (Itc Deltacom Inc)
Piggy-Back Registration Rights. If (abut without any obligation to do so) The Company shall give at any time prior to the Holder at least 30 days’ prior written notice of each filing by date one (1) year after the Purchaser has fully exercised this Warrant, the Company proposes to register any of its securities under the Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement with covering the sale of the Registrable Securities and Exchange Commission a registration statement relating to a PIPE (the “Commission”private investment public equity) or similar transaction). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at each such time, promptly give the Holder written notice of such registration. Upon the written request of the Holder given within twenty (20) days after receipt of such written notice from the Company’s sole expense (other than , the underwriting discountsCompany shall, if anysubject to the provisions of Section 10, payable in respect cause to be registered under the Act all of the shares sold by an Holder), register all or, at Holder’s option, any portion of Registrable Securities that the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Holder has requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestregistered; provided, however, that if the managing underwriter of any underwritten offering by the Company shall not be required expresses reasonable written objection to qualify to do business in any state by reason the registration of this section in all of the Registrable Securities, then the Registrable Securities which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required registered in such offering on behalf of holders of Registrable Securities shall be reduced in the proportion equal to permit the Holder average proportion of reduction as that of all such holders seeking registration in connection with such offering, subject to complete the offer and sale any rights granted to other holders of securities of the Common Stock Shares covered thereby.
(d) In Company that are expressly by the event terms of their agreements with the Company entitled to have priority registration rights. The inclusion of any of the Purchaser's Registrable Securities in a registration pursuant to the provisions of this section, statement filed by the Company and declared effective by the SEC shall furnish be deemed to be the Holder exercise by such reasonable number of copies Purchaser of the piggy-back registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in rights granted herein to such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform Purchaser except as to the requirements of the such Registrable Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event were not registered as a result of which the prospectus included in such registration statement, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Companyimmediately preceding sentence.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Warrant Agreement (Atc Healthcare Inc /De/), Warrant Agreement (Atc Healthcare Inc /De/)
Piggy-Back Registration Rights. (a) The If, at any time on or after the Closing through the Termination Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock plan, then the Company shall (x) give the Holder at least 30 days’ prior written notice of each such proposed filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by to the Holder as soon as practicable but in writing within 20 no event less than ten (10) days after receipt before the anticipated filing date of any the Registration Statement, which notice shall describe the amount and type of securities to be included in such noticeRegistration Statement, the Company shallintended method(s) of distribution, at and the Company’s sole expense (other than name of the underwriting discountsproposed managing underwriter or underwriters, if any, payable in respect of the shares sold by an Holder)offering, and offer to the Holder in such notice the opportunity to register all or, at Holder’s option, any portion the sale of the Holder’s up to such number of shares of common stock received Common Stock equal to the number of shares of Common Stock issuable upon conversion exercise of the Shares this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Common Stock SharesRegistrable Securities”) concurrently with ). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of such other securities, all to the extent requisite a proposed underwritten offering to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Registrable Securities requested to be included in a Piggy-Back Registration on the registration concurrently same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities being registered by through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the Company would materially adversely affect the distribution of underwriter or underwriters selected for such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, Piggy-Back Registration. Notwithstanding anything to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisionscontrary in this Section 5(a), the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify register such Registrable Securities pursuant to do business this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.
(b) Any Holder may elect to withdraw its request for inclusion of Registrable Securities in any state Piggy-Back Registration by reason giving written notice to the Company of this section such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the Holder in which it is connection with such Piggy-Back Registration (including but not otherwise required limited to qualify to do businessany legal fees).
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto to its Registrable Securities is required to be delivered under the Securities Act of Act, upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such registration statementRegistration Statement, as then in effect, would include 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 in the light of the circumstances then existing, and at . At the reasonable request of Hxxxxx, the Holder prepare Company shall also prepare, file and furnish to it 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 purchasers of such Common Stock Shares or securitiesthe Registrable Securities, such prospectus shall 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 light of the circumstances then existing. The Holder shall not offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.
(d) The Company may request Holder to furnish the Company such information with respect to such Holder and such Hxxxxx’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the Commission in connection therewith, and such Holders shall furnish the Company with such information.
(e) All fees and expenses incident to the performance of or compliance with this Section 5 by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any trading market on which the Common Stock are then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the Company in connection with the actions contemplated by this Section 5.
(f) The Company and its successors and assigns shall indemnify and hold harmless Holder, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 5, except to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding Holder furnished to the Company by such party for use therein. The Company shall notify Holder shall suspend all sales promptly of the Common Stock Shares upon receipt institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 5 of which the Company is aware. If the indemnification hereunder is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such notice from Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and shall not re-commence sales until they receive copies Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of any necessary amendment or supplement to such prospectus, which the Company and Indemnified Party shall be delivered determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Sharesinformation supplied by, the Company and or the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counselIndemnified Party, and the underwriterparties’ relative intent, knowledge, access to information and opportunity to correct or prevent such agreement action, statement or omission. The amount paid or payable by a party as a result of any Losses shall contain be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained party in an underwriting agreement connection with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided belowfor herein was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 5(f) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 5(f), Holder shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
Appears in 2 contracts
Samples: Warrant Agreement (Sintx Technologies, Inc.), Warrant Agreement (Sintx Technologies, Inc.)
Piggy-Back Registration Rights. 1.1 If, at any time after the date hereof and prior to December 31, 2014 when there is not an effective registration statement covering the Registrable Securities pursuant to this Agreement or otherwise, Parent shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account (aother than the initial registration statement relating to an offering solely for its own account) The Company or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), Parent shall give send to all of the Holder at least 30 days’ prior Holders of Registrable Securities written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission such determination and, if within twenty (the “Commission”). If requested by the Holder in writing within 20 20) days after receipt of any such notice, or within such shorter period of time as may be specified by Parent in such written notice as may be necessary for Parent to comply with its obligations with respect to the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect timing of the shares sold filing of such registration statement, a Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by an such Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with Parent will cause the registration under the Securities Act of all Registrable Securities which Parent has been so requested to register by such other securitiesHolder, all to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Parent shall determine for any reason not to register or to delay registration of such securities, Parent may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 1.1 for the same period as the delay in registering such other securities. Parent shall include in such registration statement all or any part of such Registrable Securities that a Holder requests to be registered; provided, however, that Parent shall not be required to register any Registrable Securities pursuant to this Section 1.1 that are eligible for sale pursuant to Rule 144 of the Securities Act without volume limitations or restrictions. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if Parent after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement (including the price at which Parent proposes to sell the securities in such offering), and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of a Holder, then (x) the number of Registrable Securities of the Holders included in such registration statement shall be reduced, pro rata based on the number of Registrable Securities that each Holder has requested be included in such registration statement and the aggregate number of Registrable Securities that the Holders and the other holders that have received shares of Parent Common Stock in connection with the Plan (the “Other Holders”) have requested be included in such registration statement (such proportion is referred to herein as “Pro Rata”), if Parent after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders or Other Holders shall be included in such registration statement, if Parent after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities (the “Non Plan Other Holders”) as well as Parent, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders and Other Holders than the fraction of similar reductions imposed on such Non Plan Other Holders or entities (other than Parent).
1.2 Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a registration pursuant to the provisions of this Article I as constituting an offering of securities by or on behalf of Parent, or in any other manner, such that the Staff or the Commission do not permit such registration statement to become effective and used for resales in a manner that does not constitute such an offering and sale that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then Parent shall reduce the number of shares to be included in such registration statement by all Holders, Other Holders and Non Plan Other Holders until such time as the Common Stock Shares through Staff and the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause Commission shall so permit such registration statement to become effective as promptly as practicableaforesaid. If In making such reduction, Parent shall reduce the managing underwriter number of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested shares to be included by all Holders, Other Holders and Non Plan Other Holders on a Pro Rata basis unless the inclusion of shares by a particular Holder, Other Holder, Non Plan Other Holder or a particular set of Holders, Other Holders or Non Plan Other Holders are resulting in the Staff’s or the Commission’s “by or on behalf of Parent” offering position, in which event the shares held by such Holder or Other Holder or set of Holders or Other Holders shall be the only shares subject to reduction (and if by a set of Holders or Other Holders on a Pro Rata basis by such Holders or Other Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders or Other Holders). In addition, in the event that the Staff or the Commission requires any Holder seeking to sell securities under a registration concurrently with pursuant to the securities provisions of this Article I to be specifically identified as an “underwriter” in order to permit such registration statement to become effective, and such Holder does not consent to being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include so named as an underwriter in such registration firststatement, then, in each such case, Parent shall reduce the securities that the Company proposes to sell and second, the Common Stock Shares requested total number of Registrable Securities to be included in registered on behalf of such registrationHolder, to until such time as the extent permitted by Staff or the managing underwriterCommission does not require such identification or until such Holder accepts such identification and the manner thereof.
(b) 1.3 In the event of a registration pursuant to these provisionsthe provisions of this Article I, the Company Parent shall use its reasonable best efforts to cause the Common Stock Shares Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as a majority-in-interest of the Holder Holders together with the Other Holders may reasonably request; provided, however, that the Company Parent shall not by reason of this Agreement be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company , to subject itself to taxation in any such jurisdiction or to file a general consent to service of process. Parent shall use commercially reasonable efforts to keep effective any registration or qualification contemplated by this section Agreement and shall shall, from time to time time, amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document document, and communication for such period of time as shall be required to permit the Holder Holders to complete the offer and sale of the Common Stock Shares Registrable Securities covered thereby.
(d) 1.4 In the event of a registration pursuant to the provisions of this sectionArticle I, the Company Parent shall furnish to the a Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), such reasonable number of copies of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations promulgated thereunder, and such other documents, as the a Holder may reasonably request to facilitate the disposition of the Common Stock Shares Registrable Securities included in such registration.
(e) The Company shall notify 1.5 In the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered registration pursuant to the purchasers provision of such Common Stock Shares or securitiesthis Article I, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock SharesParent, the Company Holders and the Holder will Other Holders shall enter into a cross-indemnity agreement and a contribution agreement, each in customary form, with each underwriter, if any, and, if requested, enter into an underwriting agreement containing conventional representations, warranties, allocation of expenses, and customary closing conditions, with any underwriter who acquires any Registrable Securities.
1.6 Parent agrees that, until all the Registrable Securities have been sold under a registration statement or pursuant to Rule 144 promulgated under the Securities Act, it shall keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of the Registrable Securities to sell such underwriter for securities under Rule 144 promulgated under the Securities Act.
1.7 Parent may grant piggy back registration rights to other persons (including both Other Holders and Non Plan Other Holders) so long as such offering, which shall be reasonably satisfactory in substance and form rights are pari passu or subordinate to the Company, rights of the Company’s counsel Holders and the Holder’ counsel, and the underwriter, and such agreement nothing herein contained shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect prohibit Parent from granting to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowany person demand registration rights.
Appears in 2 contracts
Samples: Registration Rights Agreement (SFX Entertainment, INC), Registration Rights Agreement (SFX Entertainment, INC)
Piggy-Back Registration Rights. (a) The If, at any time, the Company proposes to register (including a registration effected by the Company for Stockholders other than the Series C Stockholder) any of its securities under the Securities Act in connection with the public offering of such securities (other than a registration form relating to: (i) a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of securities proposed to be issued in exchange for securities or assets of or in connection with a merger or consolidation with, another entity; or (iii) a registration of securities proposed to be issued in exchange for, or as a right exercisable only by holders of, other securities of the Company), the Company shall promptly (but in no event later than 30 days after such notice) give the Holder at least 30 days’ prior GECC written notice of each filing by such registration together with a list of the jurisdictions in which the Company intends to attempt to qualify such securities under applicable state securities laws. Upon the written request of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing Series C Stockholder given within 20 30 days after receipt of any such noticewritten notice from the Company in accordance with SECTION 6, the Company shall, at subject to the provisions of SECTION 4.3 (in the case of an underwritten offering), include in the registration statement to be filed by it under the Securities Act in connection with such offering all of the Registrable Securities that the Series C Stockholder has requested to be registered.
(b) The right of the Series C Stockholder to "piggyback" in an underwritten public offering of the Company’s sole expense (other than 's securities pursuant to SECTION 4.2(a) shall be conditioned upon the Series C Stockholder's participation in such underwriting and the inclusion of the Series C Stockholder's Registrable Securities in the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicableprovided herein. If the managing underwriter of any Series C Stockholder proposes to distribute its securities through such offering underwriting, the Series C Stockholder shall determine and advise (together with the Company thatand any other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this SECTION 4.2, in its opinionif the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the distribution Company shall so advise all Stockholders participating in the underwriting and registration, and the number of all or a portion of the Common Stock Shares requested to securities that may be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by and underwriting shall be allocated first to the Company, and then any remaining shares shall be allocated among such Stockholders pro rata based on the Company will include in such number of shares for which registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriterwas requested.
(bc) In the event of a The Series C Stockholder may only exercise piggyback registration rights pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestSection 4.2(a) two times; provided, however, that the Company this limitation shall not be required apply to qualify to do business in any state by reason of this section piggy back registrations in which it is not otherwise required the Series C Stockholder agrees to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section pay a pro rata share of both the Registration Expenses and shall from time to time amend or supplement each applicable registration statementthe Selling Expenses, preliminary prospectus, final prospectus, application, document and communication for such period of time as which share shall be required to permit determined by comparing the Holder to complete number of shares registered by the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant Series C Stockholder to the provisions of this section, the Company shall furnish to the Holder such reasonable total number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares shares included in such registration.
(ed) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered rights granted to the purchasers of such Common Stock Shares Series C Stockholder pursuant to this Section 4.2 may not be, directly or securitiesindirectly, such prospectus shall not include an untrue statement of a material fact assigned or omit transferred, other than 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Companyanother Series C Stockholder.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Stockholders Agreement (General Electric Co), Stockholders Agreement (Kaynar Holdings Inc)
Piggy-Back Registration Rights. (a) The If the Company shall proposes to effect a Registration of common shares for a treasury offering of common shares by the Company or for a secondary offering of common shares, the Company will, at that time, give the each Holder at least 30 days’ prior prompt written notice of each filing by the proposed Registration. Upon the written request of a Holder given within five (5) Business Days after receipt of notice from the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticeproposed Registration, the Company shallwill use reasonable commercial efforts to, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently conjunction with the registration of such other securitiesproposed Registration, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in such Registration all of the registration concurrently with the securities being registered Registrable Securities held by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities Holder that the Company proposes to sell and second, the Common Stock Shares Holder has requested to be included in such registrationdistribution pursuant to the Securities Acts (such qualification of the Registrable Securities held by the Holder being hereinafter referred to as a “Piggy-Back Registration”). If any offering pursuant to this Section 2.2 involves an underwritten offering and the lead underwriter or underwriters advise the Company in writing that, in their opinion, acting reasonably, the number of Registrable Securities requested by the Holder to be included in such offering either exceeds the number that can be sold in such offering within a price range acceptable to the Company (the “Sale Number”) or may materially and adversely affect the success of the offering, the Company will
(a) in the case of a treasury offering by the Company, include in such offering:
(i) all common shares that the Company proposes to qualify for its own account (the “New Common Shares”); and
(ii) to the extent permitted the number of New Common Shares is less than the Sale Number, that number of common shares not to exceed the difference between the Sale Number and the number of New Common Shares, with such number of common shares being equal to the aggregate number of
(A) Registrable Securities requested to be included by the managing underwriter.Holder; and
(B) common shares of any other selling shareholder with registration rights, with (A) and (B) pro rated to each of the seller’s respective shareholdings on a fully diluted basis; and
(b) in the case of a secondary offering, include the number of Registrable Securities agreed upon by the Holder with the other selling shareholders not to exceed the Sale Number or if the selling shareholders cannot agree upon such number not to exceed the Sale Number pro rated to each of the sellers’ respective shareholdings on a fully diluted basis. In the event of a Holder does not include in a registration pursuant to these provisionsby way of secondary offering any Registrable Securities, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company it shall not be required permitted to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication effect a Demand Registration for such a period of time as shall be required to permit 45 days from the Holder to complete the offer and sale closing of the Common Stock Shares covered therebyoffering.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Canadian Registration Rights Agreement (Sr Telecom Inc), Canadian Registration Rights Agreement (Sr Telecom Inc)
Piggy-Back Registration Rights. (a) The Company shall give For a period of twelve (12) months following the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticeClosing Date, the Company shallshall notify the Subscriber in writing at least twenty (20) days prior the filing of any registration statement under Securities Act, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect connection with a public offering of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the over-the-counter market, same information as would be required to be included in a registration statement covering the resale of the Shares and the Warrant Shares) and will use its reasonable best efforts through its officers, directors, auditors, and counsel afford the Subscriber an opportunity to cause include in such registration statement all or part of the Shares and Warrant Shares held by the Subscriber. In the event the Subscriber desires to become effective as promptly as practicableinclude in any such registration statement all or any part of the Shares and the Warrant Shares held by the Subscriber, the Subscriber shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Shares and Warrant Shares that the Subscriber wishes to include in such registration statement. If the Subscriber decides not to include all of its Shares and Warrant Shares in any registration statement thereafter filed by the Company, the Subscriber shall nevertheless continue to have the right to include any Shares and Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.
(b) Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering shall determine and advise the Company that, in its opinionthat the total amount or kind of securities that the Subscriber, the distribution Company and any other persons intended to be included in such proposed public offering is sufficiently large to adversely affect the success of all such proposed public offering, then the amount or a portion kind of securities to be offered for the various parties wishing to have shares of the Common Stock Company’s common stock registered shall be included in the following order:
(i) if the Company proposes to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary Securities”):
(A) first, the Primary Securities;
(B) second, the Shares and Warrant Shares requested to be included in such registration statement, together with shares of its common stock that do not constitute Shares, Warrant Shares or Primary Securities (“Other Securities”) held by parties exercising similar piggy-back registration rights (or if necessary, such Shares, Warrant Shares and Other Securities pro rata among the registration concurrently with holders thereof based upon the securities being number of such Shares, Warrant Shares and Other Securities requested to be registered by the Company would materially adversely affect the distribution of each such securities by the Company, then the Company will include in such registration first, the securities that holder).
(ii) if the Company proposes to sell and register Other Securities:
(A) first, the Other Securities requested to be included in such registration by holders exercising demand registration rights;
(B) second, the Common Stock Shares and Warrant Shares requested to be included in such registration, together with Other Securities held by parties exercising similar piggy-back registration rights (or if necessary, such Shares, Warrant Shares and Other Securities pro rata among the holders thereof based upon the number of such Shares, Warrant Shares and Other Securities requested to be registered by each such holder). Anything to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisionscontrary in this Agreement notwithstanding, the Company shall use its reasonable best efforts may withdraw or postpone a registration statement referred to cause herein (a “Registration Statement”) at any time before it becomes effective or withdraw, postpone or terminate the Common Stock Shares so registered offering after it becomes effective without obligation to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do businessSubscriber.
(c) The In connection with its obligation under this Section 5, the Company shall keep will (i) furnish to the Subscriber without charge, at least one copy of any effective registration statement and any registration or qualification contemplated post-effective amendments thereto, including financial statements and schedules, and, if the Subscriber so requests in writing, all documents incorporated therein by this section reference and shall from time all exhibits (including those incorporated by reference) in the form filed with the SEC; and (ii) deliver to time amend or supplement each applicable the Subscriber and the underwriters, if any, without charge, as many copies of the then effective prospectus included in the registration statement, preliminary prospectusas the same may be amended or supplemented (including such prospectus subject to completion) (the “Prospectus”), final prospectus, application, document and communication for any amendments or supplements thereto as such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered therebypersons may reasonably request.
(d) In the event of As a registration pursuant condition to the provisions inclusion of this sectionits Shares and Warrant Shares, the Company Subscriber shall furnish to the Holder Company such reasonable number of copies of information regarding the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act Subscriber and the rules and regulations thereunder, and such other documents, distribution proposed by the Subscriber as the Holder Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to facilitate the disposition of the Common Stock Shares included in such registrationthis Agreement.
(e) The Subscriber agrees by acquisition of the Shares and Warrant Shares that, upon receipt of any notice from the Company shall notify of the Holder promptly when such registration statement has become effective or a supplement happening of any event that, in the good faith judgment of the Company’s Board of Directors, requires the suspension of the Subscriber’s rights under this Section 5, the Subscriber will forthwith discontinue disposition of the Shares and Warrant Shares pursuant to any prospectus forming a part the then current Prospectus until the Subscriber is advised in writing by the Company that the use of the Prospectus may be resumed. If so directed by the Company, on the happening of such registration statement has been filedevent, the Subscriber will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Subscriber’s possession, of the Prospectus covering the Shares and Warrant Shares at the time of receipt of such notice.
(f) The Subscriber hereby covenants with the Company shall advise (i) not to make any sale of Shares and Warrant Shares without effectively causing the Holder promptly after it shall receive notice prospectus delivery requirements under the Securities Act to be satisfied, and (ii) if such Shares and Warrant Shares are to be sold by any method or obtain knowledge of in any transaction other than on a national securities exchange, the issuance of any stop order by Nasdaq Global Select Market, the Commission suspending Nasdaq Global Market, Nasdaq Capital Market or in the effectiveness over-the-counter market, in privately negotiated transactions, or in a combination of such registration statementmethods, to notify the Company at least 5 business days prior to the date on which the Subscriber first offers to sell any such Shares or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedWarrant Shares.
(g) The Subscriber acknowledges and agrees that the Shares and Warrant Shares sold pursuant to a registration statement described in this Section 5 are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Shares or Warrant Shares is accompanied by a certificate reasonably satisfactory to the Company to the effect that (x) the Shares and Warrant Shares have been sold in accordance with such registration statement and (y) the requirement of delivering a current Prospectus has been satisfied.
(h) The Subscriber shall promptly notify the Holder at not take any time when a prospectus relating thereto is required action with respect to any distribution deemed to be delivered made pursuant to such registration statement that would constitute a violation of Regulation M under the Securities Act Exchange Act, or any other applicable rule, regulation or law.
(i) Upon the expiration of the happening effectiveness of any event as a result of which registration statement described in this Section 5, the prospectus included in such registration statement, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus Subscriber shall 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 under which they were made. The Holder shall suspend all discontinue sales of the Common Stock Shares and Warrant Shares pursuant to such registration statement upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date Company’s intention to remove from registration the Shares and Warrant Shares covered by such registration statement that remain unsold, and the Subscriber shall notify the Company of the number of registered Shares and Warrant Shares that remain unsold immediately upon receipt of such notice from the Company.
(hj) If requested In the case of the registration of any underwritten primary offering initiated by the underwriter for Company (other than any registration by the Company on Form S-4 or Form S-8 (or any successor or substantially similar form), or of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (ii) a dividend reinvestment plan) or any underwritten secondary offering initiated at the request of Common Stock Shares, a holder of securities of the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form pursuant to registration rights granted by the Company, the Subscriber agrees not to effect any public sale or distribution of securities of the Company’s counsel , except as part of such underwritten registration, during the period beginning fifteen (15) days prior to the closing date of such underwritten offering and during the Holder’ counsel, and the underwriter, and period ending ninety (90) days after such agreement shall contain closing date (or such representations and warranties longer period as may be reasonably requested by the Company and or by the Holder and such other terms and provisions as are customarily managing underwriter or underwriters).
(k) Anything to the contrary contained in an underwriting agreement this Agreement notwithstanding, when, in the opinion of counsel for the Company, registration of the Shares and Warrant Shares is not required by the Securities Act, in connection with respect a proposed sale of such Shares and Warrant Shares, the Subscriber shall have no rights pursuant to secondary distributions solely by selling stockholdersthis Section 5. In furtherance and not in limitation of the foregoing, including, the Subscriber shall have no rights pursuant to this Section 5 at such time as all of the Subscriber’s Shares and Warrant Shares may be sold without limitation, indemnities substantially limitation pursuant to the effect and to the extent provided belowRule 144.
Appears in 2 contracts
Samples: Subscription Agreement (Yesdtc Holdings, Inc.), Subscription Agreement (American Energy Fields, Inc.)
Piggy-Back Registration Rights. (a) From and after the date of this Agreement to and including the date that is the 10th anniversary of the date of this Agreement, if the Company shall determine to register or qualify by a registration statement filed under the Securities Act and under any applicable state securities laws, any offering of any Equity Securities of the Company, other than an offering with respect to which a Registering Stockholder shall have requested a registration pursuant to Section 1, the Company shall give notice of such determination to each potential Registering Stockholder, each potential Other Registering Stockholder and each other person known by the Company to have rights with respect to the registration under the Securities Act of the disposition of securities of the Company. The Company shall give use reasonable best efforts as promptly as practicable to include in a Registration Statement the Holder at least 30 days’ prior Transaction Registrable Shares that in each case shall have been duly specified by such Registering Stockholders and Other Registering Stockholders by written notice of each filing received by the Company of not later than 20 Business Days after the Company shall have given written notice to the Registering Stockholders and the Other Registering Stockholders pursuant to this Section 2(a).
(b) Notwithstanding anything herein to the contrary:
(1) the Company shall not be required by this Section 2 to include any Registrable Shares or Other Registrable Shares in (A) a registration statement on Form S-4 or S-8 (or any successor form), (B) a registration statement filed in connection with an exchange offer or other offering of securities solely to the then existing stockholders of the Company or (C) a registration statement required pursuant to the exercise by any person other than a Registering Stockholder or an Other Registering Stockholder of a "demand" right requesting the registration of shares of Company Common Stock pursuant to an agreement with the Securities and Exchange Commission Company in existence as of the date of this Agreement that expressly provides, in effect, that the Company may not include any Registrable Shares in the registration statement;
(the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice2) if a registration pursuant to this Section 2 involves an underwritten offering, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If shall select the managing underwriter of for the offering and any such offering shall determine additional investment bankers and advise managers to be used in connection with the offering, and if the managing underwriter advises the Company in writing that, in its opinion, the distribution number of all or a portion of the Common Stock Shares securities requested to be included in the registration concurrently with is so great as to adversely affect the offering, including the price at which the securities being could be sold, the Company shall include in the registration the maximum number of securities which it is so advised can be sold without the adverse effect, allocated as follows:
(A) FIRST, all securities proposed to be registered by the Company would materially adversely affect for its own account;
(B) SECOND, all securities proposed to be registered by the distribution Company pursuant to the exercise by any person other than a Registering Stockholder or an Other Registering Stockholder of a "demand" right requesting the registration of shares of Company Common Stock pursuant to an agreement with the Company in existence as of the date of this Agreement;
(C) THIRD, all securities proposed to be registered by the Company other than for its own account pursuant to the exercise by any person other than a Registering Stockholder or an Other Registering Stockholder of a "piggy-back" right requesting the registration of shares of Company Common Stock pursuant to an agreement with the Company in existence as of the date of this Agreement that expressly provides, in effect, that no securities of the Company other than those referred to in the preceding clauses (A) and (B) shall be included in such registration unless all shares of Company Common Stock requested by such person to be included in such registration are so included; and
(D) FOURTH, any other securities proposed to be registered by the Company other than for its own account, including, without limitation, Transaction Registrable Shares duly requested to be included in the registration and securities proposed to be registered by the Company pursuant to the exercise by any person other than a Registering Stockholder or an Other Registering Stockholder of a "piggy-back" right requesting the registration of shares of Company Common Stock pursuant to an agreement with the Company, then allocated pro rata among all Registering Stockholders, Other Registering Stockholders and such other persons on the Company will include in such registration first, basis of the relative number of Transaction Registrable Shares or other securities that the Company proposes to sell and secondeach Registering Stockholder, the Common Stock Shares Other Registering Stockholder or other person has duly requested to be included in such registration, ; PROVIDED that if 30% or more of the Transaction Registrable Shares requested to the extent permitted by the managing underwriter.
(b) In the event of be included in a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares this Section 2 are so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective excluded from any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period an investment banking firm of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company recognized national standing shall advise the Holder promptly after it shall receive notice or obtain knowledge Company that the number of the issuance Transaction Registrable Shares requested to be registered, at the time of the request and in light of the market conditions then prevailing, did not exceed the number that would have an adverse effect on the offering of such Transaction Registrable Shares, including the price of which such Transaction Registrable Shares could be sold, there shall be provided one additional registration under Section 1(c)(2) in respect of each such exclusion or series of related exclusions;
(3) before the Registration Statement becomes effective, any stop order Registering Stockholder may withdraw from the registration any Transaction Registrable Shares owned by the Commission suspending Registering Stockholder; PROVIDED that, subject to Section 2(b)(4), the effectiveness withdrawal of such registration statement, or Transaction Registrable Shares shall not relieve the initiation or threatening of any proceeding for Company from its obligations under this Agreement with respect to Transaction Registrable Shares that purpose and promptly use its reasonable best efforts to prevent are not withdrawn from the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.Registration Statement; and
(g4) The the Company shall promptly notify may withdraw the Holder Registration Statement at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to before it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Companybecomes effective.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Registration Rights Agreement (Qwest Communications International Inc), Registration Rights Agreement (Qwest Communications International Inc)
Piggy-Back Registration Rights. (a) The If at any time the Company shall give determine to prepare and file with the Holder at least 30 days’ prior SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Investor, provided it owns Registrable Securities and is not then eligible to sell all of its Registrable Securities under Rule 144 in a three-month period, written notice of each filing by the Company of a registration statement with the Securities such determination and Exchange Commission if, within ten (the “Commission”). If requested by the Holder in writing within 20 10) days after receipt of any such notice, the Investor shall so request in writing, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable shall include in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement all or any part of such Registrable Securities the Investor requests to become effective as promptly as practicablebe registered. If the managing underwriter of The Investor shall comply with any such offering shall determine and advise request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in its opinionconnection with any underwritten public offering, the distribution managing underwriter(s) thereof shall impose a limitation on the number of all or a portion shares of the Common Stock Shares requested to which may be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of Registration Statement because, in such securities by the Companyunderwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company will shall be obligated to include in such registration first, Registration Statement only such limited portion of the securities that Registrable Securities with respect to which the Company proposes to sell and second, the Common Stock Shares Investor has requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions inclusion hereunder as the Holder may reasonably requestunderwriter shall permit; provided, however, that (i) the Company shall not be required exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to qualify inclusion of such securities in such Registration Statement or are not contractually entitled to do business in pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any state by reason such exclusion of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as Registrable Securities shall be required made pro rata among the Investor and the holders of other securities having the contractual right to permit inclusion of their securities in such Registration Statement, in proportion to the Holder number of Registrable Securities or other securities, as applicable, sought to complete be included by the Investor and such other holders. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback and, after taking into account all of the securities proposed to be included by the Company in such underwritten offering, the remaining securities shall be allocated among the Registrable Securities and the other securities requested to be included therein in accordance with the proviso of the immediately preceding sentence. If an offering in connection with which the Investor is entitled to registration under this Section 6.1 is an underwritten offering, then the Investor shall, unless otherwise agreed by the Company, offer and sale of sell such Registrable Securities in an underwritten offering using the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant same underwriter or underwriters and, subject to the provisions of this sectionAgreement, on the Company shall furnish to the Holder such reasonable number same terms and conditions as other shares of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company underwritten offering and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be in a form and substance reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowunderwriter or underwriters.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Alliqua, Inc.), Stock Purchase Agreement (Celgene Corp /De/)
Piggy-Back Registration Rights. If, at any time on or after the date of this Agreement, (i) the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities by the Company for its own account (other than (a) The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a shelf registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all relating to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities primary offerings by the Company, (b) a registration statement in connection with any employee share option or other benefit plan, (c) a registration statement for an exchange offer or offering of securities solely to the Company’s existing shareholders, (d) a registration statement for an offering of debt that is convertible into equity securities of the Company or (e) a registration statement for a dividend reinvestment plan) or for any of the other security holders of the Company for their account (other than a Shelf Registration Statement or a Non-Shelf Demand Registration Statement) or (ii) equity securities of the Company are to be sold in an underwritten offering (whether or not for the account of the Company) (other than pursuant a Non-Shelf Demand Registration Statement) pursuant to an Automatic Shelf Registration Statement, then the Company will include in such registration first, the securities that shall (i) unless a Holder has provided written notice to the Company proposes that it does not want to sell receive such information, give prompt written notice of such proposed filing and/or underwritten offering to all Holders as soon as practicable but in no event less than ten (10) Business Days prior to the anticipated filing date of the Registration Statement or anticipated date of pricing of such underwritten offering, which notice shall, subject to the Holder agreeing in writing to keep such information confidential, describe the amount and second, the Common Stock Shares requested type of securities to be included in such registrationoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter(s) or Agent, if any, of the offering, and (ii) offer to the extent permitted by Holders in such notice the managing underwriter.
(b) In opportunity to register the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained or include in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documentsoffering, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statementapplicable, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment of Registrable Securities as such prospectus as Holders may be necessary so that, as thereafter delivered to the purchasers of such Common Stock Shares or securities, such prospectus shall 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 request in the light of the circumstances under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon writing within five (5) Business Days following receipt of such notice from the Company and shall not re(a “Piggy-commence sales until they receive copies of any necessary amendment or supplement Back Registration”). All such Holders proposing to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any distribute their Registrable Securities through an underwritten offering of Common Stock Shares, the Company and the Holder will under this Section 7 shall enter into an underwriting agreement in customary form with the underwriter selected for such underwritten offering. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such underwriter Piggy-Back Registration or prior to the pricing of any such underwritten offering, the Company shall determine for any reason not to register or to delay registration of such securities or to discontinue such underwritten offering, as applicable, the Company may, at its election, give written notice of such determination to each Holder and, (x) in the case of a determination not to register or to discontinue such offering, which shall be reasonably satisfactory relieved of its obligation to register any Registrable Securities in substance and form to the Companyconnection with such registration or undertake such offering, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.as
Appears in 2 contracts
Samples: Registration Rights Agreement (Lazydays Holdings, Inc.), Registration Rights Agreement (Coliseum Capital Management, LLC)
Piggy-Back Registration Rights. If at any time commencing after July 1, 2003 until the expiration of the Warrant (athe "Registration Period"), vFinance, Inc. (the "Company") The proposes to register any of its securities under the Securities Act (other than registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or dividend investment plan, a registration of stock proposed to be issued in exchange for securities or assets of, or in connection with the merger or consolidation with, another person or entity , or a registration of stock proposed to be issued in exchange for securities of such other person or entity), the Company shall give prompt written notice thereof to the Holder at least 30 days’ prior and, upon the written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission request made within ten (the “Commission”). If requested by 10) days after the Holder in writing within 20 days after and, upon receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions effect as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of that number of the happening of any event as a result of Warrant Shares ("Warrant Shares") which the prospectus included Holder requests the Company to register, provided that if the registration relates to a firm commitment, underwritten public offering, the managing underwriter of the Company's public offering, if any, shall be of the opinion that the inclusion in such registration statement, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such number of Warrant Shares will not interfere with the statements therein not misleading in the light successful marketing of all of the circumstances then existingCompany's securities being registered. If the managing underwriter, and at if any, reasonably requests the reasonable Holder to reduce in whole or in part the number of Warrant Shares sought or be registered by the Holder, the Holder shall comply with the request of the managing underwriter. In any underwritten offering, the Holder prepare and furnish to it such number of copies of a supplement to or an amendment shall sell the Warrant Shares registered as part of such prospectus as may be necessary so that, as thereafter delivered underwritten offering to the purchasers underwriters of such Common Stock Shares or securitiesoffering on the same terms and conditions as apply to the Company. In connection with any registration pursuant to this Section (a), the Holder shall provide the Company with such prospectus shall 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 information regarding the statements therein not misleading in Holder and the light distribution of the circumstances under which they were made. The Holder shall suspend all sales of the Common Stock Warrant Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, as the Company and the Holder will enter into an underwriting agreement with such managing underwriter shall reasonably request for use in the registration statement relating to such offering. The Company shall pay all costs and expenses of the Holder. The Company shall not be obliged to effect registration under the Securities Act pursuant to this Section (a) on more than one occasion; PROVIDED, which HOWEVER, that this limitation shall not apply if the number of shares requested to be reasonably satisfactory in substance and form registered by the Holder shall have been reduced pursuant to the Company, second sentence of this Section (a) unless and until the Company’s counsel and occurrence of an occasion on which the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties shares requested by the Holder to be registered have not been so reduced. The Company and will pay all registration expenses of the Holder and such other terms and provisions as are customarily contained in an underwriting agreement connection with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowany registration hereunder.
Appears in 2 contracts
Samples: Office Lease (Vfinance Inc), Stock Purchase Warrant (Vfinance Inc)
Piggy-Back Registration Rights. (a) The Company shall give Whenever the Holder at least 30 days’ prior written notice of each filing by the Company of Buyer proposes to file a registration statement with at any time and from time to time, it will, prior to such filing, give written notice to all of the Securities and Exchange Commission Company Stockholders of its intention to do so and, upon the written request of a Company Stockholder (the “Commission”). If requested by the Holder in writing or Company Stockholders) holding Merger Shares given within 20 twenty (20) days after receipt the Buyer provides such notice (which request shall state the intended method of any disposition of such noticeMerger Shares), the Company shall, at Buyer shall use its best efforts to cause all Merger Shares (including any and all shares of the Company’s sole expense (other than the underwriting discounts, if any, payable Buyer's Common Stock issued in respect of the shares sold Merger Share because of a stock split, stock dividend or like event) that the Buyer has been requested by an Holder), such Company Stockholder (or Company Stockholders) to register all or, at Holder’s option, any portion of to be registered under the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all Securities Act to the extent requisite necessary to permit their sale or other disposition in accordance with the public offering and sale intended methods of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included specified in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution request of such securities by the Company, then the Company will include in such registration first, the securities Stockholder or Company Stockholders; provided that the Buyer shall have the right to postpone or withdraw any registration effected pursuant to this Section 4.12 without obligation to any Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriterStockholder.
(b) In the event of a registration pursuant to these provisionsconnection with any offering under this Section 4.12 involving an underwriting, the Company Buyer shall use its reasonable best efforts not be required to cause include any Merger Shares in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Buyer and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Buyer. If in the opinion of the managing underwriter the registration of all, or part of, the Merger Shares which the holders have requested to be included would materially and adversely affect such public offering, then, then the holders of Merger Shares who have requested registration and other holders of shares of Buyer Common Stock Shares so registered entitled to be registered or qualified for sale under include shares of Buyer Common Stock in such registration shall participate in the securities or blue sky laws underwriting pro rata based upon the number of shares each such jurisdictions as the Holder may reasonably requestholder is entitled to include in such underwriting; provided, however, that if the Company shall not be required to qualify to do business in any state by reason Buyer is issuing and selling shares of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the its Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which no reduction will occur in the number of shares that the Buyer is seeking to issue and sell shall occur until the number of shares of the Buyer Common Stock to be reasonably satisfactory included in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties offering by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect foregoing individuals has been reduced to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowzero.
Appears in 2 contracts
Samples: Merger Agreement (Smaha Stephen E), Merger Agreement (Trusted Information Systems Inc)
Piggy-Back Registration Rights. (a) The Whenever the Company shall propose to file a Registration Statement under the Securities Act relating to the public offering of securities for sale for cash, the Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit Fund and the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective Foundation as promptly as practicable. If , but in no event less than fifteen (15) days prior to the managing underwriter of any such offering shall determine and advise anticipated filing thereof, specifying the approximate date on which the Company thatproposes to file such Registration Statement and the intended method of distribution in connection therewith, and advising each of the Fund and the Foundation of its right to have any or all of the Registrable Securities then Beneficially Owned by them included among the securities to be covered by such Registration Statement (the "Piggy-Back Rights"). In this regard, with respect to offerings effected within twenty-four (24) months from the IPO Date, the Fund and the Foundation shall have the right to have any or all of the Registrable Securities then Beneficially Owned by them included among the securities to be covered by such Registration Statement, such that the Fund and the Foundation shall be entitled to receive, at their option, in its opinion, the distribution aggregate up to a maximum of all or a portion fifty percent (50%) of the proceeds from the sale of shares of Common Stock Shares to the public (the "Initial Piggy-Back Rights"). Unless otherwise agreed to in writing by the Fund and the Foundation, of the Registrable Securities requested to be included by the Fund and the Foundation in the registration concurrently aggregate in a Registration Statement pursuant to this Section 3(a), ninety-five percent (95%) of such Registrable Securities shall be Beneficially Owned by the Fund and five percent (5%) of such Registrable Securities shall be Beneficially Owned by the Foundation.
(b) Subject to Section 3(c) and Section 3(d) hereof, in the event that the Fund or the Foundation has and shall elect to utilize its Piggy-Back Rights, the Company shall include in the Registration Statement the Registrable Securities identified by such Holder in a written request (a "Piggy-Back Request") given to the Company not later than five Business Days prior to the proposed filing date of the Registration Statement. The Registrable Securities identified in a Piggy-Back Request shall be included in the Registration Statement on the same terms and conditions as the other securities included in the Registration Statement.
(c) Notwithstanding anything in this Agreement to the contrary, the Holders shall not have Piggy-Back Rights with respect to (i) a Registration Statement on Form S-4 or Form S-8 or Form S-3 (with respect to dividend reinvestment plans and similar plans) or any successor forms thereto, (ii) a Registration Statement filed in connection with an exchange offer or an offering of securities solely to existing stockholders or employees of the Company, or (iii) a Registration Statement filed in connection with the securities being registered redistribution of shares of Common Stock held by a Holder in excess of the Ownership Limit pursuant to Article IV of the Voting Trust and Divestiture Agreement.
(d) If the lead managing underwriters selected by the Company would materially adversely affect and (if applicable) the distribution Fund for an Underwritten Offering for which Piggy-Back Rights are requested shall advise the Company in writing that marketing or other factors require a limitation on the number of shares of Common Stock which can be sold in such securities by offering within a price range acceptable to the Company, then then, subject to the second sentence of Section 3(a), (i) such underwriters shall provide written notice thereof to each requesting Holder and (ii) there shall be included in the offering, (A) first, all shares of Common Stock proposed by the Company will include in to be sold for its account (or such registration firstlesser amount as shall equal the maximum number determined by the lead managing underwriters as aforesaid), the securities that the Company proposes to sell and (B) second, the Common Stock Shares all shares requested to be included in such registration, to the extent permitted Registration Statement by the managing underwriter.
Fund and the Foundation, or such lesser number as shall equal, together with the amount referred to in (b) In the event of a registration pursuant to these provisionsA), the Company maximum number determined by the lead managing underwriters as aforesaid (in which case ninety-five percent (95%) of the shares sold by the Fund and the Foundation in the aggregate shall use its reasonable best efforts be Beneficially Owned by the Fund and five percent (5%) shall be Beneficially Owned by the Foundation, unless otherwise agreed to cause in writing by the Fund and the Foundation) and (C) third, only that number of shares requested to be included by any Other Rights Holders that such lead managing underwriters reasonably and in good faith believe will not substantially interfere with (including, without limitation, adversely affect the pricing of) the offering of all the shares of Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required desires to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication sell for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registrationits own account.
(e) The Company Nothing contained in this Section 3 shall notify create any liability on the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of the Company to the Holders if the Company for any reason should decide not to file a Registration Statement for which Piggy-Back Rights are available or to withdraw such registration statement has been filedRegistration Statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.
(f) The Company A request made by a Holder pursuant to its Piggy-Back Rights to include Registrable Securities in a Registration Statement shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should not be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required deemed to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included Demand Registration described in such registration statement, as then in effect, would include an untrue statement of a material fact Section 2(c)(i) or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the CompanySection 2(c)(ii) hereof.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Registration Rights Agreement (Wellchoice Inc), Registration Rights Agreement (Wellchoice Inc)
Piggy-Back Registration Rights. (a) The Company shall If (but without any obligation to do so) at anytime following the date which is 180 days after the IPO (as defined below) or the first date which the Corporation is publicly traded, the Corporation proposes to register any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration statement on Form S-4 or S-8 or any other form which does not include substantially the same information as would be required in a form for the general registration of securities), the Corporation shall, at such time, promptly give the Holder at least 30 days’ prior each Purchaser written notice of such registration. Upon the written request of each filing Purchaser given within ten (10) days after mailing of such notice by the Company of a Corporation in accordance with paragraph 8(b), the Corporation shall, subject to the limitations set forth in paragraph 6(b) below, include in the Corporation's registration statement with under the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register Act all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause that each such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Purchaser has requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestregistered; provided, however, that nothing in this Section 6(a) shall prevent the Company Corporation from at any time abandoning or delaying any such registration without obligation to any Purchaser.
(b) Notwithstanding the provisions of paragraph 6(a) above, in connection with any offering involving an underwriting of shares of the Corporation's capital stock, the Corporation shall not be required under paragraph 6(a) to qualify include any of the Purchasers' Stock in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it (or by other persons entitled to do business select the underwriters), and then only in any state such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by reason the Corporation. If the total amount of this section Stock requested by Purchaser (together with other potential selling stockholders) to be included in which it such offering exceeds the amount of securities that the underwriters determine in their sole discretion is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statementcompatible with the success of the offering, preliminary prospectus, final prospectus, application, document and communication for such period of time as then the Corporation shall be required to permit include in the Holder to complete offering only that number of such securities which the offer and sale underwriters determine in their sole discretion will not jeopardize the success of the Common Stock Shares covered thereby.
offering (d) In the event of a registration pursuant securities so included to be apportioned pro rata among the selling stockholders according to the provisions total amount of this sectionsecurities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). In apportioning the securities to be included in the offering, the Company Corporation shall furnish have the first right to the Holder such reasonable number include 100% of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 desired shares in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not reoffering without cut-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Companybacks.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Restricted Stock Subscription Agreement (Manhattan Pharmaceuticals Inc), Restricted Stock Subscription Agreement (Manhattan Pharmaceuticals Inc)
Piggy-Back Registration Rights. (a) The If at any time after the date hereof, the Company shall give determine to prepare and file with the Holder at least 30 days’ prior Commission a Registration Statement relating to an offering for its own account or the account of others of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send a written notice of such determination to each filing Purchaser and, if within ten calendar days after the date of delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Underlying Shares as the Purchaser requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, however, if the offering is an underwritten offering and was initiated by the Company or at the request of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter marketshareholder, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If if the managing underwriter of any such offering shall determine and underwriters advise the Company that, in its opinion, that the distribution inclusion of all or a portion of the Common Stock Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an "Adverse Effect"), then the Company shall be required to include in such Registration Statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (a) first, the securities of the Company and (b) second, the shares, including the Underlying Shares, of all shareholders, on a pro rata basis, requesting registration concurrently and whose shares the Company is obligated by contract to include in the Registration Statement; provided, further, however, to the extent that all of the Underlying Shares are not included in the initial Registration Statement, the Purchaser shall have the right to request the inclusion of its Underlying Shares in subsequent Registration Statements until all such Shares have been registered in accordance with the securities terms hereof and all such Underlying Shares have been registered in accordance with the terms thereof. If the offering in which the Underlying Shares is being registered by the Company would materially adversely affect the distribution of such securities included in a Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Company, then the Company will include Purchaser shall sell its Underlying Shares in such registration firstoffering using the same underwriters and, subject to the securities that provisions hereof, on the Company proposes to sell same terms and second, conditions as the other shares of Common Stock Shares requested to be that are included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the underwritten offering. The Company shall use its reasonable best efforts to cause the Common Stock Shares so registered any Registration Statement to be registered declared effective by the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold. All fees and expenses incident to the performance of or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that compliance with this Section 4.17 by the Company shall be borne by the Company whether or not be required any Underlying Shares are sold pursuant to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) the Registration Statement. The Company shall keep effective any registration or qualification contemplated by this section indemnify and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit hold harmless the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this sectionPurchaser, the Company shall furnish to the Holder such reasonable number of copies of the registration statement officers, directors, members, partners, agents, brokers, investment advisors and employees of each amendment and supplement thereto of them, each person who controls the Purchaser (in each case, including all exhibits), within the meaning of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements Section 15 of the Securities Act or Section 20 of the Exchange Act), and the rules officers, directors, members, shareholders, partners, agents and regulations thereunderemployees of each such controlling person, to the fullest extent permitted by applicable law, from and such other documentsagainst any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the “Losses”), as the Holder may reasonably request incurred, arising out of or relating to facilitate the disposition of the Common Stock Shares included in such registration.
(ei) The Company shall notify the Holder promptly when such registration statement has become effective any untrue or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would include an alleged untrue statement of a material fact or omit to state contained in the Registration Statement, any material fact required to be stated prospectus included therein or necessary any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to make the statements therein not misleading in the light any omission or alleged omission of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made. The Holder shall suspend all sales ) not misleading or (ii) any violation or alleged violation by the Company of the Common Stock Shares Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.17, except to the extent, but only to the extent, that such untrue statements or omissions referred to in (i) above are based solely upon receipt of such notice from information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein, or to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Underlying Shares and shall not re-commence sales until they receive copies was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any necessary amendment or supplement thereto. The rights of the Purchaser under this Section 4.17 shall survive until all Underlying Shares have been either registered under a Registration Statement or been sold pursuant to such prospectus, which shall be delivered an exemption to the Holder within 30 days registration requirements of the date of such notice from the CompanySecurities Act.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Solomon Technologies Inc), Securities Purchase Agreement (Solomon Technologies Inc)
Piggy-Back Registration Rights. (ai) The Company shall give If FitMedia determines, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Holder at least 30 days’ prior written notice Securities Act on a form which is suitable for an offering for cash or shares of each filing FitMedia held by the Company of third parties and which is not a registration solely to implement an employee benefit plan, a registration statement with the Securities and Exchange Commission on Form S-4 (the “Commission”). If requested by the Holder in writing within 20 days after receipt of or successor form) or a transaction to which Rule 145 or any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect similar rule of the shares sold by an Holder)SEC is applicable, register FitMedia will promptly give written notice to the Ren Shareholder of its intention to effect such a registration. Subject to subsection(ii) below, FitMedia shall include all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares Ren Shareholder requested to be included in such registration, a registration by a written notice delivered to FitMedia within fifteen (15) days after the extent permitted notice given by the managing underwriterFitMedia.
(bii) In If the event of a registration pursuant to these provisionsregistration, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provideddescribed in subsection (i) above, howeverinvolves an underwritten offering, that the Company shall FitMedia will not be required to qualify to do business register Shares in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale excess of the Common Stock Shares covered thereby.
(d) In amount that the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement principal underwriter reasonably and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder good faith recommends may reasonably request to facilitate the disposition of the Common Stock Shares be included in such offering (a “Cutback”), which recommendation, and supporting reasoning, shall be delivered to the Ren Shareholder. If such a Cutback occurs, the number of Shares that are entitled to included in the registration and underwriting shall be allocated in the following manner: (i) first, to FitMedia for any securities it proposes to sell for its own account, (ii) second, to the Ren Shareholder for shares requiring such registration, and (iii) third, to other holders of stock of FitMedia requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.
(eiii) The Company shall notify the Holder promptly when All costs and expenses of any such registration statement has become effective or a supplement to shall be paid by FitMedia, other than sales commissions and the expenses of any prospectus forming a part of such registration statement has been filedseparate legal counsel engaged by the Ren Shareholder.
(fiv) The Company piggy-back registration rights granted to the the Ren Shareholder hereunder will continue unless and until counsel to FitMedia shall advise render an opinion to the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of Ren Shareholder that such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is not 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 statement1933, as then in effect, would 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 in the light of the circumstances then existingamended, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment of such prospectus as Shares may be necessary so that, as thereafter delivered to the purchasers sold by them free of such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Companyrestriction.
(hv) If requested by The Shares issued pursuant to this Agreement may not be transferred except in a transaction which is in compliance with the underwriter for any underwritten offering of Common Stock Shares, the Company Act and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance applicable state laws and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowregulations.
Appears in 2 contracts
Samples: Share Exchange Agreement (Fitmedia Inc.), Share Exchange Agreement (Fitmedia Inc.)
Piggy-Back Registration Rights. If (but without any obligation to do so) at any time (a) The Company shall give the Holder at least 30 days’ prior written notice of each filing by after (i) the Company has sold securities registered under the Securities Act of 1933 or (2) it is required to file periodic reports under Section 12 of the Securities Exchange Act of 1934, and (b) prior to (1) year after the Purchaser has fully exercised or converted this Warrant, the Company proposes to register any of its securities under the Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement with covering the sale of the Registrable Securities and Exchange Commission a registration statement relating to a PIPE (the “Commission”private investment public equity) or similar transaction). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at each such time, promptly give the Holder written notice of such registration. Upon the written request of the Holder given within twenty (20) days after receipt of such written notice from the Company’s sole expense (other than , the underwriting discountsCompany shall, if anysubject to the provisions of Section 10, payable in respect cause to be registered under the Act all of the shares sold by an Holder), register all or, at Holder’s option, any portion of Registrable Securities that the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Holder has requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestregistered; provided, however, that if the managing underwriter of any underwritten offering by the Company shall not be required expresses reasonable written objection to qualify to do business in any state by reason the registration of this section in all of the Registrable Securities, then the Registrable Securities which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required registered in such offering on behalf of holders of Registrable Securities shall be reduced in the proportion equal to permit the Holder average proportion of reduction as that of all such holders seeking registration in connection with such offering, subject to complete the offer and sale any rights granted to other holders of securities of the Common Stock Shares covered thereby.
(d) In Company that are expressly by the event terms of their agreements with the Company entitled to have priority registration rights. The inclusion of any of the Purchaser's Registrable Securities in a registration pursuant to the provisions of this section, statement filed by the Company and declared effective by the SEC shall furnish be deemed to be the Holder exercise or conversion by such reasonable number of copies Purchaser of the piggy-back registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in rights granted herein to such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform Purchaser except as to the requirements of the such Registrable Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event were not registered as a result of which the prospectus included in such registration statement, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Companyimmediately preceding sentence.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Company Warrant Agreement (Vanguard Energy Corp), Company Warrant Agreement (Vanguard Energy Corp)
Piggy-Back Registration Rights. (a) Whenever during the Effective Period the Company shall propose to file a registration statement under the Securities Act relating to the public offering of TWX Common Stock for cash pursuant to a firm commitment underwritten offering (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms, or filed in connection with an exchange offer or an offering of securities solely to existing stockholders or employees of the Company), for sale for its own account, the Company shall (i)give written notice at least ten Business Days prior to the filing thereof to each Holder of Registrable Securities then outstanding, specifying the approximate date on which the Company proposes to file such registration statement and advising such Holder of his right to have any or all of the Registrable Securities then held by such Holder included among the securities to be covered thereby and (ii)at the written request of any such Holder given to the Company at least two Business Days prior to the proposed filing date, include among the securities covered by such registration statement the number of Registrable Securities which such Holder shall have requested be so included (subject, however, to reduction in accordance with paragraph(b) of this Section). The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its commercially reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such the proposed underwritten offering shall determine and advise to permit the Company that, in its opinion, the distribution Holders of all or a portion of the Common Stock Shares Registrable Securities requested to be included in the registration concurrently with Registration Statement for such offering to include such securities in such offering on the same terms and conditions as any similar securities being registered by of the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwritertherein.
(b) In the event Each Holder of a registration Registrable Securities desiring to participate in an offering pursuant to these provisions, Section 3(a) may include shares of TWX Common Stock in any TWX Registration Statement relating to such offering to the extent that the inclusion of such shares of TWX Common Stock shall not reduce the number of shares of TWX Common Stock to be offered and sold by the Company shall use its reasonable best efforts pursuant thereto. If the lead managing underwriter selected by the Company for an underwritten offering pursuant to cause Section3(a) determines that marketing factors require a limitation on the number of shares of TWX Common Stock Shares so registered to be registered or qualified for sale under offered and sold by the securities or blue sky laws stockholders of the Company in such jurisdictions as offering, there shall be included in the Holder may offering only that number of shares of TWX Common Stock, if any, that such lead managing underwriter reasonably request; provided, however, and in good faith believes will not jeopardize the success of the offering of all the shares of TWX Common Stock that the Company desires to sell for its own account. In such event and provided the lead managing underwriter has so notified the Company in writing, the number of shares of TWX Common Stock to be offered and sold by stockholders of the Company, including Holders of Registrable Securities, desiring to participate in such offering shall not be required allocated among such stockholders of the Company on a pro rata basis based on their holdings of TWX Common Stock (subject to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do businesswritten agreements requiring a different priority).
(c) The Company Nothing in this Section 3 shall keep effective create any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit liability on the Holder to complete the offer and sale part of the Common Stock Shares covered therebyCompany to the Holders of Registrable Securities if the Company for any reason should decide not to file a registration statement proposed to be filed under Section 3(a) or to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.
(d) In the event of A request by Holders to include Registrable Securities in a proposed underwritten offering pursuant to Section 3(a) shall not be deemed to be a request for a demand registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registrationSection 4.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Registration Rights Agreement (Time Warner Inc), Restructuring Agreement (Time Warner Inc)
Piggy-Back Registration Rights. If at any time on or after the Effective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (aor by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) The filed in connection with any employee stock option or other benefit plan, or (ii) for a dividend reinvestment plan, then the Company shall (x) give the Holder at least 30 days’ prior written notice of each such proposed filing by to the Company holders of a registration statement with Registrable Securities as soon as practicable but in no event less than ten (10) days before the Securities anticipated filing date of such Registration Statement, which notice shall describe the amount and Exchange Commission (the “Commission”). If requested by the Holder type of securities to be included in writing within 20 days after receipt of any such noticeoffering, the Company shallintended method(s) of distribution, at and the Company’s sole expense (other than name of the underwriting discountsproposed managing underwriter or underwriters, if any, payable in respect of the shares sold by an Holder)offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register all or, at Holder’s option, any portion the sale of the Holder’s such number of shares of common stock received upon conversion of the Shares Registrable Securities as such holders may request in writing within five (the “Common Stock Shares”5) concurrently with the registration days following receipt of such other securities, all notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the extent requisite managing underwriter or underwriters of a proposed Underwritten Offering to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Registrable Securities requested to be included in a Piggy-Back Registration on the registration concurrently with the same terms and conditions as any similar securities being registered by of the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of such Registrable Securities in accordance with the Common Stock Shares included in such registration.
(eintended method(s) The Company of distribution thereof. All holders of Registrable Securities proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement in customary form with such underwriter the Underwriter or Underwriters selected for such offering, which shall be reasonably satisfactory Piggy-Back Registration. Notwithstanding the provisions set forth in substance and form to the Companyimmediately preceding sentences, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to Registrable Securities shall terminate on the extent provided belowseventh anniversary of the Effective Date.
Appears in 2 contracts
Samples: Registration Rights Agreement (Abri SPAC I, Inc.), Merger Agreement (Abri SPAC I, Inc.)
Piggy-Back Registration Rights. (a) The Company shall give Notwithstanding any terms to the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder contrary in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect Section 2.2 of the shares sold by an Holder), register all or, at Holder’s option, any portion 2010 Registration Rights Agreement and Section 2.2 of the Holder’s shares New Registration Rights Agreement, each Holder (as defined below) of common stock received upon conversion of the Shares Company (the “Common Stock SharesStock”) concurrently agrees that:
(a) If CWFS and/or subsequent Holders of its Registrable Securities, on the one hand, and any Current Holder(s) and/or subsequent Holders of its Registrable Securities, on the other hand, have Piggy-Back Registration rights with the registration respect to an offering of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which for the Company’s common stock is being sold or on the over-the-counter marketown account, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter seeks to reduce the offering in accordance with Section 2.2(b) of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion each of the Common Stock Shares requested to be included New Registration Rights Agreement and the 2010 Registration Rights Agreement, respectively, then each Holder participating in the registration concurrently offering agrees that its Registrable Securities shall be cutback pro rata in accordance with the securities being registered by the Company would materially adversely affect the distribution number of Registrable Securities which such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares participating Holders have requested to be included in such registration, to the extent permitted by the managing underwriteroffering.
(b) In If the event Company undertakes an underwritten offering for the account of a registration pursuant to these provisionsCWFS and/or subsequent Holders of its Registrable Securities, on the one hand, or any Current Holder(s) and subsequent Holders of its Registrable Securities, on the other hand, then the Company shall use provide notice to each Holder no less than 10 Business Days (as defined in the New Registration Rights Agreement) before the proposed offering, and each of the Holders shall have the opportunity to participate in such offering with respect to the number of Registrable Securities as the undersigned may request in writing to the Company within five Business Days of receipt of such notice from the Company. If the managing underwriter for such underwritten offering advises the Company and the Holders of Registrable Securities that in its reasonable best efforts to cause opinion the dollar amount or number of shares of Common Stock Shares so registered or other securities that the undersigned seek to include exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering, then each Holder participating in the offering agrees that its Registrable Securities shall be cutback pro rata in accordance with the number of Registrable Securities which such participating Holders have requested to be registered or qualified for sale under the securities or blue sky laws of included in such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do businessoffering.
(c) The Company shall keep effective parties agree that (i) with respect to any registration demand by CWFS and/or its Affiliates (as defined below) that are subsequent Holders (the “New Demand Holders”) of its Registrable Securities (“New Demand Registrable Securities”) for an underwritten offering in accordance with the New Registration Statement, the New Demand Holders holding a majority of the New Demand Registrable Securities to be included in such underwritten offering under (a) or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as (b) above shall be required entitled to permit select the Holder managing underwriters for any such underwritten offering, on behalf of all such participating Holders; and (ii) with respect to complete any demand by Current Holders (the offer and sale “Current Demand Holders”) of its Registrable Securities (“Current Demand Registrable Securities”) for an underwritten offering in accordance with the 2010 Registration Statement, the Current Demand Holders holding a majority of the Common Stock Shares covered therebyCurrent Demand Registrable Securities to be included in such underwritten offering under (a) or (b) above shall be entitled to select the managing underwriters for any such underwritten offering, on behalf of all such participating Holders.
(d) In Each Holder agrees that if any Current Holder(s) and/or subsequent Holders of its Registrable Securities exercises a demand for an underwritten offering under Section 2.1(d) of the event 2010 Registration Rights Agreement or piggyback registration rights under Section 2.2(a) of a registration pursuant the 2010 Registration Rights Agreement, and other holders under the 2010 Registration Rights Agreement that are not Current Holders elect to the provisions of this sectionparticipate in such underwritten offering (such participants, the Company “Other Holders”), then the Registrable Securities of the Holders participating in such underwritten offering shall furnish to participate pro rata based in accordance with the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in Registrable Securities which such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform participating Holders have requested to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares be included in such registrationoffering, but shall be subordinate in priority with respect to any underwriter cutback (if any) to the Registrable Securities of such Other Holders.
(e) The Company shall notify Except as modified by this Agreement, the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part terms of such registration statement has been filedSection 2.2 of each of the 2010 Registration Rights Agreement and the New Registration Rights Agreement remain in full force and effect.
(f) The Company shall advise the Holder promptly after it shall receive notice For purposes of this Agreement, “Holders” means (a) CWFS and any assignee or obtain knowledge transferee (of CWFS or any subsequent Holder) of any of the issuance Registrable Securities, provided such assignee or transferee agrees in writing to be bound by the provisions hereof; and (b) any Current Holder and any assignee or transferee (of such Current Holder or any subsequent Holder) of any stop order of the Registrable Securities, provided such assignee or transferee agrees in writing to be bound by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedprovisions hereof.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Registration Rights Agreement (Walker & Dunlop, Inc.), Piggy Back Registration Rights Agreement (FORT Asset Funding 2011-1 LLC)
Piggy-Back Registration Rights. (a) The Company shall give If, during the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticeRegistration Rights Period, the Company shall, at shall propose to file a Registration Statement under the Company’s sole expense Securities Act relating to a public offering of Common Stock or other securities (other than the underwriting discounts, if any, payable in respect connection with an Excluded Registration or a Registration Statement filed pursuant to Section 3 of the shares sold by WCAS Registration Rights Agreement that does not involve an HolderUnderwritten Offering) for the Company's own account or for the account of any holder or holders of Common Stock or other securities (including, without limitation, any Holder or any WCAS Stockholder) pursuant to the exercise of registration rights (each such Person or Persons for whose account such a Registration Statement is proposed to be filed, an "Initiating Securityholder"), register all orin each case, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with on a registration form and in a manner that would permit the registration of such other securities, all Registrable Securities for sale to the extent requisite public under the Securities Act, the Company shall (x) give written notice at least 15 Business Days prior to permit the public offering and sale of filing thereof to each Holder, specifying the Common Stock Shares through the securities exchange, if any, approximate date on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell file such Registration Statement and second, advising such Holder of its right to have any or all of the Common Stock Shares requested Registrable Securities of such Holder included among the securities to be covered thereby, and (y) at the written request of any such Holder given to the Company within 15 Business Days after written notice from the Company has been given to the Holder, include among the securities covered by such Registration Statement the number of Registrable Securities which such Holder (a "Requesting Holder") shall have requested be so included in such registration(subject, however, to reduction, in accordance with the extent permitted by the managing underwriterapplicable provisions of Section 6).
(b) In Nothing in this Section 5 shall create any liability on the event part of a registration pursuant the Company to these provisions, any Holder of Registrable Securities if for any reason the Company shall use its reasonable best efforts decide not to cause file, or to delay the Common Stock Shares so registered filing of, a Registration Statement proposed to be registered filed under Section 5(a) or qualified for sale under the securities or blue sky laws to withdraw such Registration Statement subsequent to its filing, regardless of such jurisdictions as the any action whatsoever that a Holder may reasonably request; have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise, provided, however, that the Company shall not be required relieved of its obligation hereunder to qualify to do business pay the Registration Expenses in connection with any state by reason of this section in which it is not otherwise required to qualify to do businesssuch filing or proposed filing.
(c) The Any Holder participating in an Underwritten Offering by the Company shall keep effective for its own account may, at its option, require that any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale all of the Common Stock Shares covered thereby.
(d) In representations and warranties by, and the event of a registration pursuant to other agreements on the provisions of this sectionpart of, the Company to and for the benefit of the underwriters of such Underwritten Offering shall furnish also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the Holder obligations of such reasonable number underwriters under the underwriting agreement for such Underwritten Offering shall also be conditions precedent to the obligations of copies of the registration statement and of each amendment and supplement thereto (such Holder, in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and case to the extent provided belowthat such agreements and conditions precedent shall reasonably be applicable to selling securityholders in addition to such underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Itc Deltacom Inc), Registration Rights Agreement (Itc Deltacom Inc)
Piggy-Back Registration Rights. (a) The From and after the Commencement Date to and including the date that is the fourth anniversary of the Commencement Date, if the Company shall determine to register or qualify by a registration statement filed under the Securities Act and under any applicable state securities laws, any offering of any Equity Securities of the Company, other than an offering with respect to which a Registering Stockholder shall have requested a registration pursuant to Section 1, the Company shall give notice of such determination to each potential Registering Stockholder and each other person having rights with respect to the Holder at least 30 days’ registration under the Securities Act of the disposition of securities of the Company about which the Company has knowledge; it being understood that without prior notice to the Company, the Company shall not be deemed to have knowledge of the existence of any pledgee of Registrable Shares. The Company shall, as expeditiously as possible and in good faith, include in the registration statement the number of Registrable Shares (the "TRANSACTION REGISTRABLE SHARES") that the Registering Stockholders shall have specified by written notice of each filing received by the Company of not later than 30 Business Days after the Company shall have given such written notice to the Registering Stockholders pursuant to this Section 2(a).
(b) Notwithstanding anything herein to the contrary:
(1) the Company shall not be required by this Section 2 to include any Registrable Shares owned by Registering Stockholders in a registration statement on Form S-4 or S-8 (or any successor form) or a registration statement filed in connection with an exchange offer or other offering of securities solely to the Securities and Exchange Commission then existing stockholders of the Company; and
(the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice2) if a registration pursuant to this Section 2 involves an underwritten offering, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If shall select the managing underwriter of for the offering and any such offering shall determine additional investment bankers and advise managers to be used in connection with the offering, and if the managing underwriter advises the Company in writing that, in its opinion, the distribution number of all or a portion of the Common Stock Shares securities requested to be included in the registration concurrently with the securities being registered by the Company would materially is so great as to adversely affect the distribution of such offering, including the price at which the securities by the Companycould be sold, then the Company will include in such the registration firstthe maximum number of securities which it is so advised can be sold without the adverse effect, the allocated as follows:
(A) FIRST, all securities that proposed to be registered by the Company proposes for its own account;
(B) SECOND, all securities proposed to sell and second, be registered by the Company pursuant to the exercise by any person other than a Registering Stockholder of a "demand" right requesting the registration of shares of Common Stock in accordance with an agreement substantially similar to the provisions of Section 1;
(C) THIRD, all Transaction Registrable Shares duly requested to be included in such the registration, allocated pro rata among all Registering Stockholders on the basis of the relative number of Transaction Registrable Shares that each Registering Stockholder has duly requested to be included in the extent permitted by the managing underwriter.registration; and
(bD) In the event of a registration pursuant to these provisionsFOURTH, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered any other securities proposed to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholdersthan for its own account, including, without limitation, indemnities substantially securities proposed to be registered by the Company pursuant to the effect and exercise by any person other than a Registering Stockholder of a "piggy-back" right requesting the registration of shares of Common Stock in accordance with an agreement substantially similar to this Section 2; PROVIDED, HOWEVER, that in no event will the extent provided belownumber of Registrable Shares included in a registration pursuant to this Section 2 be reduced to less than 10% of the aggregate number of securities included in the registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Winokur Herbert S Jr), Registration Rights Agreement (WMF Group LTD)
Piggy-Back Registration Rights. If at any time on or before the fifth (5th) anniversary of the execution and delivery of this Agreement (the "Expiration Date") Eurotech shall file a registration statement on Form S-1 or any form substituted therefore, with respect to any shares of its Common Stock under the Act, or files a post-effective amendment to any registration statement on Form S-1 or any form substituted therefore, which post-effective amendment contains a prospectus complying with Section 10
(a) The Company shall of the Act, Eurotech will give the Holder at least 30 days’ prior written to Kurchatov timely notice of each filing by the Company of a its intention to file such registration statement with or post-effective amendment, as the Securities case may be, and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days promptly after receipt of any a written request made by Kurchatov within fifteen (15) days after the giving of such notice, Eurotech will register under the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold Act all Eurotech Shares held by an Holder), register all or, at Holder’s option, Kurchatov and covered by any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter marketrequest, and will use its reasonable best efforts through its officers, directors, auditors, and counsel maintain the prospectus included in any registration statement which may be so filed current for a period of ninety (90) days subsequent to cause the effective date of such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requeststatement; provided, however, that Eurotech's obligations to register shares of Common Stock and to maintain prospectuses hereunder shall be subject to the Company approval of any underwriters engaged by Eurotech in connection with any such registration, which approval by any such underwriters may be unreasonably withheld, in such underwriters' absolute discretion. The obligations of Eurotech under this Section 5.1 shall not be required fully satisfied upon the effective date of the first such registration statement or post-effective amendment to qualify which this Section 5.1 is applicable, and notwithstanding a delay in Kurchatov's ability to do business in any state sell such shares by reason of this section applicable securities regulations; provided, however, that in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of any such delay, Kurchatov shall be entitled to offer such shares for sale within a reasonable time not exceeding nine (9) months after the said effective date; and provided, further, in the event any underwriters engaged by Eurotech in connection with such registration statement or post-effective amendment withhold approval pursuant to the provisions preceding sentence of this sectionSection 5.1, the Company obligations of Eurotech under this Section 5.1 shall furnish to the Holder such reasonable number of copies of the registration statement continue in full force and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registrationeffect.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Stock Purchase and Cross Release Agreement (Advanced Technology Industries Inc), Stock Purchase and Cross Release Agreement (Eurotech LTD)
Piggy-Back Registration Rights. (a) The If at any time after the date hereof, the Company shall give determine to prepare and file with the Holder at least 30 days’ prior Commission a Registration Statement relating to an offering for its own account or the account of others of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send a written notice of such determination to each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing Purchaser and, if within 20 ten calendar days after receipt the date of any delivery of such notice, any such Purchaser shall so request in writing, the Company shallshall include in such Registration Statement all or any part of the Underlying Shares as the Purchaser requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, at the Company’s sole expense (other than the underwriting discountshowever, if any, payable in respect the inclusion of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Underlying Shares requested to be included in the registration concurrently Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an “Adverse Effect”), then the Company shall be required to include in such Registration Statement only that number of Underlying Shares to the extent that such inclusion shall not cause and Adverse Effect; provided, further, if such number of Underlying Shares is limited hereunder, any cutbacks of such Purchaser’s Underlying Shares shall be done on a pro rata basis among all Purchasers based on their Subscription Amounts hereunder; provided, further, however, to the extent that all of the Underlying Shares are not included in the initial Registration Statement, the Purchaser shall have the right to request the inclusion of its Underlying Shares in subsequent Registration Statements until all such Underlying Shares have been registered in accordance with the securities terms hereof. If the offering in which the Underlying Shares is being registered by the Company would materially adversely affect the distribution of such securities included in a Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Company, then the Company will include Purchaser shall sell its Underlying Shares in such registration firstoffering using the same underwriters and, subject to the securities that provisions hereof, on the Company proposes to sell same terms and second, conditions as the other shares of Common Stock Shares requested to be that are included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the underwritten offering. The Company shall use its reasonable best efforts to cause the Common Stock Shares so registered any Registration Statement to be registered declared effective by the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold. All fees and expenses incident to the performance of or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that compliance with this Section 4.18 by the Company shall be borne by the Company whether or not be required any Underlying Shares are sold pursuant to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) the Registration Statement. The Company shall keep effective any registration or qualification contemplated by this section indemnify and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit hold harmless the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this sectionPurchaser, the Company shall furnish to the Holder such reasonable number of copies of the registration statement officers, directors, members, partners, agents, brokers, investment advisors and employees of each amendment and supplement thereto of them, each person who controls the Purchaser (in each case, including all exhibits), within the meaning of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements Section 15 of the Securities Act or Section 20 of the Exchange Act), and the rules officers, directors, members, shareholders, partners, agents and regulations thereunderemployees of each such controlling person, to the fullest extent permitted by applicable law, from and such other documentsagainst any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the “Losses”), as the Holder may reasonably request incurred, arising out of or relating to facilitate the disposition of the Common Stock Shares included in such registration.
(ei) The Company shall notify the Holder promptly when such registration statement has become effective any untrue or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would include an alleged untrue statement of a material fact or omit to state contained in the Registration Statement, any material fact required to be stated prospectus included therein or necessary any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to make the statements therein not misleading in the light any omission or alleged omission of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made. The Holder shall suspend all sales ) not misleading or (ii) any violation or alleged violation by the Company of the Common Stock Shares Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.18, except to the extent, but only to the extent, that such untrue statements or omissions referred to in (i) above are based solely upon receipt of such notice from information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein, or to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Underlying Shares and shall not re-commence sales until they receive copies was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any necessary amendment or supplement thereto. The rights of the Purchaser under this Section 4.18 shall survive until all have been either registered under a Registration Statement or been sold pursuant to such prospectus, which shall be delivered an exemption to the Holder within 30 days registration requirements of the date of such notice from Securities Act. Notwithstanding anything to the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Sharescontrary, the Company shall have no obligations pursuant to this Section 4.18 after such time that the Underlying Shares are not subject to the current public information requirement under Rule 144 and that are eligible for resale without volume or manner-of-sale restrictions without current public information pursuant to Rule 144 promulgated by the Commission pursuant to a written opinion letter to such effect, addressed, delivered and reasonably acceptable to the Transfer Agent and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowaffected Purchasers.
Appears in 2 contracts
Samples: Security Agreement (Blink Logic Inc.), Securities Purchase Agreement (Blink Logic Inc.)
Piggy-Back Registration Rights. The Company covenants and agrees with the Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event the Company proposes to file a registration statement under the Act with respect to any class of security (other than in connection with an exchange offer, a non-cash offer or a registration statement on Form S-8 or other unsuitable registration statement form, including, without limitation, Form S-4) which becomes or which the Company believes will become effective at any time after the Initiation Date then the Company shall in each case give written notice of such proposed filing to the Holders of Warrants and Warrant Shares at least 15 days before the proposed filing date and such notice shall offer to such Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the opinion of counsel to the Company reasonably acceptable to any such Holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Warrants and/or Warrant Shares in the manner proposed by such Holders. The Company shall not honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within at least 10 days after the Company has given notice to the Holders of the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticepermit, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to shall cause such registration statement to become effective as promptly as practicable. If the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such offering person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall determine and advise the Company that, in its opinion, writing that it believes that the distribution of all or a portion of the Common Stock Piggy-back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the CompanyCompany for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 180 days, as the managing underwriter shall request, provided that no such delay shall be required as to Piggy-back Shares if any securities of the Company will include are included in such registration first, statement for the securities that account of any person other than the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) Holders of Piggy-back Shares. In the event of a registration pursuant to these provisionssuch delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and shall use its reasonable best efforts to cause permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws end of such jurisdictions as the Holder may reasonably requestperiod of delay ("Piggy-back Termination Date"); provided, however, that if at the Company shall not be Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to qualify to do business remain, in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit effect beyond the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this sectionPiggy-back Termination Date, the Company shall furnish to the Holder such reasonable number of copies of maintain in effect the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be borne by the Company, except that underwriting commissions and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform expenses attributable to the requirements Piggy-back Shares and fees and disbursements of counsel (if any) to the Securities Act and Holders requesting that such Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the rules and regulations thereunderPiggy-back Offering, and Warrant Shares that have not yet been purchased by a holder of Warrants so long as such other documents, as Holder of Warrants submits an undertaking to the Company that such Holder may reasonably request intends to facilitate exercise Warrants representing the disposition number of the Common Stock Warrant Shares to be included in such registration.
(e) The Company shall notify Piggy-back Offering prior to the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part consummation of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were madePiggy-back Offering. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from If the Company and shall decides not reto proceed with a Piggy-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Sharesback Offering, the Company and has no obligation to proceed with the Holder will enter into an underwriting agreement offering of the Piggy-back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with such underwriter for such offering, which shall be reasonably satisfactory in substance and form the provisions of Section 15.1 hereof (without regard to the Company60 days' written request required thereby). Notwithstanding any of the foregoing contained in this Section 15.2, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect 's obligation to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially offer registration rights to the effect and Piggy-back Shares pursuant to this Section 15.2 shall terminate one (1) year after the extent provided belowExpiration Date.
Appears in 2 contracts
Samples: Warrant Agreement (Netguru Inc), Warrant Agreement (Netguru Inc)
Piggy-Back Registration Rights. If there is no Registration Statement covering the Registrable Securities in effect as of the Effectiveness Deadline, or if an effective Registration Statement covering the Registrable Securities fails to remain effective any time after the Effectiveness Deadline, then, if the Company, at any time subject to the last sentence of this Sction 10.3, proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (a) The Company shall give other than a registration on Form S-0, Xxxx X-0 or any form which does not include substantially the Holder at least 30 days’ prior written notice of each filing by the Company of same information as would be required to be included in a registration statement with covering the Securities and Exchange Commission (sale of the “Commission”Registrable Securities). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discountseach such time, if any, payable in respect promptly give each Purchaser written notice of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares such registration (the “Common Stock SharesPiggy-Back Notice”). Upon the written request of any Purchaser, given within twenty (20) concurrently days after such Purchaser’s receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of this section, include in a registration statement filed with the registration of such other securities, Commission under the Securities Act all to the extent requisite to permit the public offering and sale of the Common Stock Shares through Registrable Securities that the securities exchangePurchaser has requested to be registered; provided, however, that if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of the subject proposed offering objects in writing to the inclusion of any such offering shall determine and advise Registrable Securities in the Company that, subject registration statement on the grounds that in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company opinion such inclusion would materially adversely affect the distribution of all such securities or the price per share paid in such offering, the Company (subject to any other obligations existing on the date hereof to include shares) shall include in such registration the number of shares proposed to be registered by the CompanyCompany and the Purchasers before including any other securities in the registration and, then if additional reduction in the number of securities being registered is necessary, the Company will shall include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered all shares proposed to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and second, a pro rata portion of such shares of the Holder and Purchaser based on the number of shares originally proposed to be registered by each such other terms and provisions as Purchaser. The rights granted pursuant to this Section 10.3 shall terminate upon the earliest of (i) the sale of all Registrable Shares pursuant to a Registration Statement, (ii) the sale of all Registrable Shares pursuant to Rule 144, or (iii) when all Registrable Securities are customarily contained in an underwriting agreement with respect eligible to secondary distributions solely by selling stockholders, including, be sold pursuant to Rule 144 without limitation, indemnities substantially to the effect and to the extent provided belowany volume limitations.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Herschkowitz Samuel), Securities Purchase Agreement (Skyline Medical Inc.)
Piggy-Back Registration Rights. (a) The If the Company, at any time on or before the fourth anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a registration on Form S-8 or comparable forms used by foreign private issuers or any successor forms) whether through a post-effective amendment or new registration statement, and for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall each such time give prompt (but not less than thirty (30) business days prior to the Holder at least 30 days’ prior anticipated filing thereof) written notice to the holders of each filing by Registrable Securities of its intention to do so. Upon the Company written request of a registration statement with the any such holder of Registrable Securities and Exchange Commission made within twenty (the “Commission”). If requested by the Holder in writing within 20 20) days after the receipt of any such noticenotice (which request shall specify the Registrable Securities intended to be disposed of by such holder), except as set forth in Section 8.3(b), the Company shall, at will use its best efforts to effect the Company’s sole expense (other than registration under the underwriting discounts, if any, payable in respect Securities Act of all of the shares sold Registrable Securities which the Company has been so requested to register by an Holder)such holder, register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale disposition of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested Registrable Securities so to be included registered, by inclusion of such Registrable Securities in the registration concurrently with statement which covers the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that which the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestregister; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale date of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this sectionstatement filed in connection with such registration, the Company shall furnish determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the Holder rights of the holders of Registrable Securities entitled to request that such reasonable registration be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3.
(b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such distribution of all or a specified number of copies such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the registration statement securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of each amendment such Registrable Securities, such Other Shares and supplement thereto (in each case, including all exhibitsshares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of each prospectus contained Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of Shares desired to be included in such registration statement (if and each supplement or amendment thereto (including each preliminary prospectus), all to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration of which shall conform to have been requested by each holder thereof so that the requirements resulting aggregate number of the such Registrable Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Other Shares so included in such registration.
(e) The Company shall notify , together with the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part number of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required securities 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, would include an untrue statement for the account 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially be equal to the effect and to the extent provided belownumber of shares stated in such managing underwriter’s letter.
Appears in 2 contracts
Samples: Underwriting Agreement (China SLP Filtration Technology, Inc.), Warrant Agreement (China SLP Filtration Technology, Inc.)
Piggy-Back Registration Rights. (a) The Company shall give If, during the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticeRegistration Rights Period, the Company shall, at shall propose to file a Registration Statement under the Company’s sole expense Securities Act relating to a public offering of Common Stock or other securities (other than the underwriting discounts, if any, payable in respect connection with an Excluded Registration or a Registration Statement filed pursuant to Section 3 of the shares sold by Series A Registration Rights Agreement that does not involve an HolderUnderwritten Offering) for the Company's own account or for the account of any holder or holders of Common Stock or other securities (including, without limitation, any Holder or any Series A Preferred Stockholder) pursuant to the exercise of registration rights (each such Person or Persons for whose account such a Registration Statement is proposed to be filed, an "Initiating Securityholder"), register all orin each case, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with on a registration form and in a manner that would permit the registration of such other securities, all Registrable Securities for sale to the extent requisite public under the Securities Act, the Company shall (x) give written notice at least 15 Business Days prior to permit the public offering and sale of filing thereof to each Holder, specifying the Common Stock Shares through the securities exchange, if any, approximate date on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell file such Registration Statement and second, advising such Holder of its right to have any or all of the Common Stock Shares requested Registrable Securities of such Holder included among the securities to be covered thereby, and (y) at the written request of any such Holder given to the Company within 15 Business Days after written notice from the Company has been given to the Holder, include among the securities covered by such Registration Statement the number of Registrable Securities which such Holder (a "Requesting Holder") shall have requested be so included in such registration(subject, however, to reduction, in accordance with the extent permitted by the managing underwriterapplicable provisions of Section 6).
(b) In Nothing in this Section 5 shall create any liability on the event part of a registration pursuant the Company to these provisions, any Holder of Registrable Securities if for any reason the Company shall use its reasonable best efforts decide not to cause file, or to delay the Common Stock Shares so registered filing of, a Registration Statement proposed to be registered filed under Section 5(a) or qualified for sale under the securities or blue sky laws to withdraw such Registration Statement subsequent to its filing, regardless of such jurisdictions as the any action whatsoever that a Holder may reasonably request; have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise, provided, however, that the Company shall not be required relieved of its obligation hereunder to qualify to do business pay the Registration Expenses in connection with any state by reason of this section in which it is not otherwise required to qualify to do businesssuch filing or proposed filing.
(c) The Any Holder participating in an Underwritten Offering by the Company shall keep effective for its own account may, at its option, require that any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale all of the Common Stock Shares covered thereby.
(d) In representations and warranties by, and the event of a registration pursuant to other agreements on the provisions of this sectionpart of, the Company to and for the benefit of the underwriters of such Underwritten Offering shall furnish also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the Holder obligations of such reasonable number underwriters under the underwriting agreement for such Underwritten Offering shall also be conditions precedent to the obligations of copies of the registration statement and of each amendment and supplement thereto (such Holder, in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and case to the extent provided belowthat such agreements and conditions precedent shall reasonably be applicable to selling securityholders in addition to such underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Itc Deltacom Inc), Registration Rights Agreement (Itc Deltacom Inc)
Piggy-Back Registration Rights. (a) The Company If at any time a Demand Registration Statement is not in effect with respect to all Registerable Securities and the Issuer proposes to file a registration statement under the Securities Act with respect to an offering by the Issuer for its own account or for the account of any of its security holders of any class of its Common Stock in a firmly underwritten public equity offering (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Issuer's existing security holders), then the Issuer shall give the Holder at least 30 days’ prior written notice of each such proposed filing by to the Company Purchaser as soon as practicable (but in no event fewer than 30 days before the anticipated filing date), and such notice shall offer Purchaser the opportunity to register such number of a registration statement with the Registerable Securities and Exchange Commission (the “Commission”). If requested by the Holder as Purchaser may request in writing within 20 15 days after receipt of any such notice, written notice from the Company shall, at the Company’s sole expense Issuer (other than the underwriting discounts, if any, payable in respect of which request shall specify the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested intended to be included in the registration concurrently with the securities being registered disposed of by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
Purchaser) (b) In the event of a registration pursuant to these provisions, the Company "Piggy-Back Registration"). The Issuer shall use its reasonable best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) the 90th day after the effective date thereof or (B) the consummation of the distribution by the holders of all of the securities covered thereby. The Issuer shall use its best efforts to cause the Common Stock Shares so registered managing underwriter or underwriters, if any, of such proposed offering to permit the Registerable Securities requested by Purchaser to be registered included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Issuer or qualified for any other security holder included therein and to permit the sale under the securities or blue sky laws other disposition of such jurisdictions as Registerable Securities in accordance with the Holder intended method of distribution thereof. Purchaser shall have the right to withdraw its request for inclusion of its Registerable Securities in any Registration Statement pursuant to this Section 6.2 by giving written notice to the Issuer of its request to withdraw. The Issuer may reasonably requestwithdraw the proposed offering and/or a Piggy-Back Registration (subject to the Issuer's obligation to use its best efforts to permit such Piggy-Back Registration set forth in the second immediately preceding sentence) at any time prior to the time it becomes effective or the Issuer may elect to delay the registration; provided, however, that the Company Issuer shall not be required give prompt written notice thereof to qualify Purchaser. No registration effected under this Section 6.2, and no failure to do business effect a registration under this Section 6.2, shall relieve the Issuer of its obligation to effect a registration upon the request of Purchaser pursuant to Section 6.1 hereof, and no failure to effect a registration under this Section 6.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Issuer of any state by reason of other obligation under this section in which it is not otherwise required to qualify to do businessAgreement.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(db) In the event of a registration pursuant to Section 6.2 hereof involving an underwritten offering, if the provisions managing underwriter or underwriters of this sectionsuch underwritten offering have informed, in writing, the Company shall furnish to Issuer and the Holder security holders requesting inclusion in such reasonable offering that in such underwriter's or underwriters' opinion the total number of copies of securities which the registration statement Issuer, the Purchaser and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained any other persons desiring to participate in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform intend to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included include in such registration.
(e) The Company shall notify offering is such as to adversely affect the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part success of such registration statement has been filed.
(f) The Company shall advise offering, including the Holder promptly after it shall receive notice or obtain knowledge of price at which such securities can be sold, then the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should Issuer will be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included include in such registration statement, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make only the statements therein not misleading in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.amount of
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aquila Energy Capital Corp), Securities Purchase Agreement (Contango Oil & Gas Co)
Piggy-Back Registration Rights. 4.1 If, at any time during the period beginning on the day after the acceptance of this Agreement by the Company (athe "Closing Date") The and ending 12 months after the Closing Date the Company proposes to file a registration statement under the Act with respect to an offering for its own account of any class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor provision) under the Act applies or an offering of securities solely to the Company's existing shareholders), then the Company shall in each case give the Holder at least 30 days’ prior written notice of each such proposed filing to Subscriber (the "the Holder") as soon as practicable (but no later than 20 business days) before the anticipated filing date, and such notice shall offer Holder the opportunity to register such number of Shares held by Holder on such date (the Company of a "Restricted Stock") as such Holder may request. Holder desiring to have Restricted Stock included in such registration statement with shall so advise the Securities and Exchange Commission (the “Commission”). If requested by the Holder Corporation in writing within 20 10 business days after receipt the date on which the Company's notice is so given, setting forth the number of any such noticeshares of Restricted Stock for which registration is requested. If the Company's offering is to be an underwritten offering, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all subject to the extent requisite to permit the public offering and sale further provisions of the Common Stock Shares through the securities exchangethis Agreement, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered managing underwriter or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required underwriters to permit the Restricted Stock requested to be included in the registration for such offering to include in such offering on the same terms and conditions as any similar securities of the Company included therein. The right of Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, Section 4 in connection with an underwritten offering by the Company shall furnish to shall, unless the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each caseCompany otherwise assents, including all exhibits), of each prospectus contained be conditioned upon Holder's participation as a seller in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering and its execution of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwriter for such offering, which shall be reasonably satisfactory in substance and form offering deliver a written opinion to the Company that either because of (a) the kind of securities that the Company, the Holder and any other persons or entities intend to include in such offering or (b) the size of the offering that the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then in the event that the size of the offering is the basis of such other terms managing underwriter's opinion, the number of shares of Restricted Stock to be registered and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to offered for the effect and account of Holder shall be reduced to the extent provided belownecessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement (Basanite, Inc.)
Piggy-Back Registration Rights. The Company covenants and agrees with Parkxx xxx any subsequent holders of the Warrants and/or Warrant Shares that, in the event the Company proposes to file a registration statement under the Act prior to December 31, 2000 with respect to the firm commitment offering of Common Stock (aother than in connection with an exchange offer or a registration statement on Form S-4 or S-8 or other similar registration statements not available to register securities so requested to be included), the Company shall in each case give written notice of such proposed filing to (i) the holders of the Warrant Shares and (ii) if on or before the Expiration Date, the Warrant Holders, in each case at least 30 days before the earlier of the anticipated or the actual effective date of the registration statement and at least ten days before the initial filing of such registration statement and such notice shall offer to such Warrant Holders the opportunity to include in such registration statement such number of Warrants and/or Warrant Shares (and any securities received by the Warrant Holders pursuant to Section 12 hereof) (the "Piggy-back Securities", and together with the securities referred to in Section 16(a) above, the "Registrable Securities") as they may request. Warrant Holders desiring inclusion of Piggy-back Securities in such registration statement shall so inform the Company by written notice, given within 10 days of the giving of such notice by the Company in accordance with the provisions of Section 18 hereof. The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticepermit, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to shall cause such registration statement to become effective as promptly as practicable. If the managing underwriter of a proposed offering to permit, the holders of Piggy-back Securities requested to be included in the registration to include such securities in the proposed offering on the same terms and conditions as applicable to securities of the Company. Notwithstanding the foregoing, if any such offering managing underwriter shall determine and advise the Company in writing that, in its opinion, the distribution of securities by holders thereof, including all or a portion of the Common Stock Shares Piggy-back Securities, requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the CompanyCompany for its own account, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws holders of such jurisdictions as the Holder may reasonably request; provided, however, that the Company Warrants and/or Warrant Shares shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer delay their offering and sale of Piggy-back Securities (or the Common Stock Shares covered thereby.
(dportions thereof so designated by such managing underwriter) In for such period, not to exceed 90 days, as the event of a registration pursuant to the provisions of this sectionmanaging underwriter shall request, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained provided that if any other securities are included in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to for the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance account of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from person other than the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.the
Appears in 2 contracts
Samples: Warrant Agreement (Environmental Safeguards Inc/Tx), Credit Agreement (Environmental Safeguards Inc/Tx)
Piggy-Back Registration Rights. From and after September [•], 2010 (the first anniversary of the closing of the IPO), until the termination of the Management Agreement, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities by the Company for its own account or for any of the other security holders of the Company for their account (other than a Demand Registration Statement (in which case the ability of a Holder to participate in such Demand Registration Statement shall be governed by Section 2.1(a) hereof)), then the Company shall (a) The Company shall give the Holder at least 30 days’ prior written notice of each such proposed filing by and/or offering to all Holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days prior to the Company anticipated filing date of the registration statement, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter(s), if any, of the offering, and (b) offer to the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) Business Days following receipt of such notice (a registration statement with the Securities and Exchange Commission (the “CommissionPiggy-Back Registration”). If requested by at any time after giving written notice of its intention to register any securities and prior to the Holder effective date of the Registration Statement filed in writing within 20 days after receipt of any connection with such noticeregistration, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), shall determine for any reason not to register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities, . The Company shall cause all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Registrable Securities requested to be included in the a non-underwritten registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company and shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws managing underwriter(s) of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required a proposed underwritten offering to permit the Holder Registrable Securities requested to complete be included in a Piggy-Back Registration on the offer same terms and sale conditions as any similar securities of the Common Stock Shares covered thereby.
(d) In Company included therein and to permit the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement sale or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of such Registrable Securities in accordance with the Common Stock Shares included in such registration.
intended method(s) of distribution thereof. All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter(s) shall (ei) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement in reasonable and customary form with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the Holder and terms of such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowagreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Colony Financial, Inc.), Registration Rights Agreement (Colony Financial, Inc.)
Piggy-Back Registration Rights. If at any time during the next five years the Company shall prepare and file a registration statement with the Commission to register shares of its Common Stock, excluding an S-8 or S-4 registration statement, the Company agrees to register the 500,000 shares of Common Stock to be issued hereunder as well as the shares of Common Stock issueable on the exercise of the Warrants in such registration statement as follows:
(a) The Company shall promptly give the Holder at least 30 days’ prior written notice of each filing by the Company of that it intends to file a registration statement with to the Securities holders of the shares of Common Stock and Exchange Commission (Warrants at least 45 days prior to any such filing. The holders of the “Commission”). If requested by the Holder in writing within shares of Common Stock and Warrants will have 20 days after receipt of any such noticethe notice from the Company to notify, in writing, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all their desire to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities statement shares of Common Stock. The Company shall include in such registration statement that the Company proposes to sell and second, the number of shares of Common Stock Shares requested to be included in such registration, by the holders subject to the extent permitted by the managing underwriterprovisions herein.
(b) In The Company will pay all expenses of such registration statement, including, without limitation, printing charges, legal fees, and disbursements of counsel for the event of Company,
(c) If the Company, in its sole discretion, determines to file a registration statement or registration statements during the next five years, except for registration statements for the sole purpose of registering shares for employees, directors or consultants of the Company, it shall take all steps reasonably necessary to permit the registration of the shares of Common Stock and the exercise of the Warrants and the issuance of the shares of Common Stock pursuant to these provisions, such exercise under the Company shall use its reasonable best efforts to cause applicable state securities laws of those states in which the shares of Common Stock Shares so registered to be and Warrants were issued or originally registered or qualified for sale and issuance by the Company. The Company will take such reasonable steps which it determines, in its sole discretion, are necessary to permit the registration or qualification of the shares of Common Stock and the exercise of Warrants and the issuance of the shares of Common Stock pursuant to such exercise under the laws of any other state in which a holder of the shares of Common Stock or Warrants then resides on the written request to do so by such holder, but in no event shall the Company be required to take such steps in any state other than those states in which the shares of Common Stock and Warrants were originally qualified or registered, and the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction. Holders of shares of Common Stock and Warrants who reside in any state where the Company cannot, with the exercise of reasonable diligence, obtain qualification for the exercise of the Warrants, and the issuance of the shares of Common Stock may not, as a result thereof be able to exercise their Warrants, and the Company is under no obligation to make such exercise possible in such circumstances. In the event that the Company determines to proceed with the qualification of the exercise of the Warrants and the issuance of the shares of Common Stock under the securities or blue sky laws of a particular state, then the exercise of such jurisdictions as Warrants shall not be effective and the Holder may reasonably request; providedshares of Common Stock shall not be issued until such qualification becomes effective. When qualification under applicable state securities laws is required, howeverthe Company shall take such action within ten days following the date on which the Company first files the registration statement. The costs of obtaining such state qualification shall be borne by the Company.
(d) The Company shall promptly notify the holders of the shares of Common Stock and the Warrants of the effective date of any registration statement filed by the Company and the date on which the shares of Common Stock become qualified or registered under the state securities laws of any state in which the Company obtains qualification or registration with respect to such shares.
(e) Notwithstanding any provisions to the contrary contained herein, that the Company shall not be required to qualify to do business include any of the shares of Common Stock in any state by reason of this section registration statement or post-effective amendment with respect to shares offered in which it is not otherwise required to qualify to do business.any underwriting:
(ci) The Company shall keep effective any registration or qualification contemplated Unless the holders of the shares of Common Stock and Warrants agree to offer such shares of Common Stock, on the same terms and conditions as the Company's shares of Common Stock are being offered, and to sign an underwriting agreement in the form to be signed by this section the other offerors; or
(ii) If, in the good faith and shall from time to time amend or supplement each applicable registration statementreasonable opinion of the managing underwriter of the offering, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the shares of Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to be included would be materially detrimental to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies remainder of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filedofferors.
(f) The shareholders desiring to sell shares of Common Stock pursuant to the registration rights granted herein shall provide the Company with all information relating to such sale and on which the Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of be entitled to rely and to include such information in any stop order by the Commission suspending the effectiveness of such registration statement. The holders of the shares of Common Stock and Warrants shall indemnify and save harmless the Company (and all other persons who may be subject to liability under the Act or otherwise) from and against any and all claims, actions, suits, liabilities, losses, damages, and expenses of every nature and character (including, but not by way of limitation, all reasonable attorneys' fees and all amounts paid in settlement of any claim, action, or suit) which arise or result directly or indirectly from any untrue statement of a material fact furnished by such holder in connection with such registration or qualification, or from the initiation or threatening failure of any proceeding for that purpose and promptly use its reasonable best efforts the holder of the shares of Common Stock to prevent furnish material information in connection with the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is facts 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 effectnotification, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or post-effective amendment necessary to make the statements therein not misleading in the light misleading, or from any sales or offers of the circumstances then existing, and at the reasonable request shares of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice so registered after ninety (90) days from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the effective date of such notice from the Companyregistration statement or notification.
(hg) If requested by All sales pursuant to any such registration statement shall be made in accordance with the underwriter for provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and the Company shall not be required to include any underwritten offering such shares of Common Stock Shares, in any registration until it has received written assurances satisfactory in form and substance to the Company and from the Holder will enter into an underwriting agreement with shareholders offering such underwriter for shares of Common Stock that such offering, which sales shall be reasonably satisfactory in substance so conducted. On notice to any shareholder offering shares of Common Stock covered by a registration statement that such registration statement or prospectus relating thereto requires revision, such holder will immediately cease to make offers or sales pursuant to such registration statement, return all such registration statements and form prospectuses to the Company, and not resume offers until he or she has been provided with an updated prospectus by the Company’s counsel and . The Company is under no obligation to maintain the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in effectiveness of any registration statement for more than an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowaggregate of 90 days.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Zevex International Inc), Stock Purchase Agreement (Zevex International Inc)
Piggy-Back Registration Rights. (a) The Company shall give If, at any time following the Holder at least 30 days’ prior written notice of each filing by Effective Date, the Company proposes to make or file a Registration Statement or Canadian Prospectus for the Distribution for its own account or for the account of a other securityholders exercising demand registration statement with the Securities rights granted to such securityholders (other than Ascent and Exchange Commission its Permitted Assignees) (the “CommissionOther Distribution”), in a form and manner that, with appropriate changes, would permit the registration or qualification of Registrable Securities under such Registration Statement or Canadian Prospectus, the Company will, at that time, promptly give Ascent written notice (the “Piggy-Back Notice”) of the proposed Distribution. If requested by Upon the Holder in writing written request of Ascent, given within 20 days fifteen (15) Business Days after receipt of any the Piggy-Back Notice (provided that if such noticeproposed Distribution is to be effected as a bought deal or similar offering, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all shall have provided notice thereof to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective Ascent as promptly as practicable. If practicable in the managing underwriter circumstances, in which case Ascent shall be required to respond in a manner consistent with the time periods typical for transactions of such nature, and in any event prior to the launch of such offering shall determine and advise bought deal or similar offering), that Ascent and/or its Permitted Assignees wishes to include a specified number of the Registrable Securities in the Distribution, the Company that, in will cause the Registrable Securities requested to be registered or qualified by Ascent and/or its opinion, the distribution of all or a portion of the Common Stock Shares requested Permitted Assignees to be included in the registration concurrently with Distribution (a “Piggy-Back Registration”). Notwithstanding the securities being registered by the Company would materially adversely affect the distribution of such securities by the Companyforegoing, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify include all of the Registrable Securities requested to do business be qualified by Ascent and/or its Permitted Assignees in a Piggy-Back Registration if, in connection with such Distribution, the Company is advised in good faith by its managing underwriter or underwriters to impose a limitation on the number or kind of securities which may be included in any state by reason of this section such Distribution because, in its reasonable judgment, such limitation is necessary to effect an orderly public distribution, in which it is not otherwise required to qualify to do business.
(c) The case the Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale include in such Distribution only such portion of the Common Stock Shares covered thereby.
(dRegistrable Securities as is determined in good faith by such managing underwriter(s) In in the event of a registration pursuant to the provisions of this sectionfollowing priority: first, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties securities offered by the Company for its own account and as contemplated in the Piggy-Back Notice; second, the Registrable Securities requested to be qualified by Ascent and/or its Permitted Assignees under this Section 2.2, the securities offered for the account of another securityholder (other than Ascent and/or its Permitted Assignees) exercising demand rights in respect of the Other Distribution, and/or the securities requested to be qualified by any other securityholder of the Company exercising its “piggy-back” rights, on a pro rata basis (based on the proportionate ownership of Common Shares by Ascent and its Permitted Assignees to the ownership of Common Shares by such other securityholders). The Parties shall cooperate in good faith and in a timely manner in connection with any Piggy-Back Registration and related Distribution and the Holder and such other terms and provisions as are customarily contained procedures in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowSchedule “A” shall apply.
Appears in 2 contracts
Samples: Registration Rights Agreement (Global Crossing Airlines Group Inc.), Securities Purchase Agreement (Global Crossing Airlines Group Inc.)
Piggy-Back Registration Rights. (a) The Company shall give At any time after the Holder at least 30 days’ prior written notice of each filing by date hereof, if the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of decides to undertake any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all marketing efforts relating to the extent requisite to permit the public offering and sale of the Common Stock Shares through for its own account or for the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter account of any such offering shall determine and advise the Company that, in other holder of its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the CompanyStock, then the Company will include promptly give the Investor written notice thereof and, upon the election of the Investor to participate therein, not less than fifty percent (50%) of the shares of Common Stock being offered in such registration first, marketing efforts shall be Registrable Securities requested by the securities that the Company proposes to sell and second, the Common Stock Shares requested Investor to be included therein; provided, that in the event all of the Registrable Securities then held by the Investor constitute less than fifty percent (50%) of the shares of Common Stock being offered in such registrationmarketing effort, then the Investor shall be entitled to offer all such Registrable Securities then held by the Investor in such marketing efforts. The Investor must give its request for inclusion of Registrable Securities in a marketing effort under this Section 5(a) to the extent permitted by Company in writing within ten (10) calendar days after receipt from the managing underwriter.
Company of notice of such pending marketing effort. The Company shall establish the pricing for the sale of shares of Common Stock (bincluding the Registrable Securities) In in any such offering in a commercially reasonable manner; provided that if the event Investor disapproves of a registration pursuant to these provisionsthe terms of offering, the Investor may elect to withdraw therefrom by notice to the Company shall use its reasonable best efforts to cause and the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestManaging Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective. The parties acknowledge that the Company may in its sole discretion terminate any offering under this Section 5 at any time. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses.
(b) This Section 5 shall not apply to any issuance, offering or sale of shares of Common Stock pursuant to any registration statements of the Company on Form S-4 or Form S-8 or their equivalents (relating to equity securities to be required issued in connection with an acquisition of any entity or business, an exchange offer, an offering of equity securities issuable in connection with stock option or other employee benefit or director plans) or to qualify to do business in any state by reason registration statements that would otherwise not permit the registration of this section in which it is not otherwise required to qualify to do businessresales of previously issued securities.
(c) The If the Managing Underwriter or Underwriters with respect to an offering pursuant to this Section 5 advise the Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statementin writing that, preliminary prospectusin their opinion, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale inclusion of the Common Stock Shares covered therebynumber of Registrable Securities requested to be included by the Investor and/or any other securities to be included therein (including any Primary Shares) creates a risk that the price per share of the securities to be included in such offering will be reduced, then the Company will promptly give the Investor written notice thereof and, upon the election of the Investor the Company will include all such Registrable Securities then held by the Investor that in the opinion of such underwriters can be sold without creating such a risk prior to including any other securities to be included therein (including any Primary Shares).
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement in customary form with such underwriter for such offeringthe Managing Underwriter, which shall be reasonably satisfactory in substance and form to the Companyinclude, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such among other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitationprovisions, indemnities substantially to the effect and to the extent provided belowin Section 8, and shall take all such other reasonable actions as are requested by the Managing Underwriter or the Investor in order to expedite or facilitate the registration and disposition of the Registrable Securities subject to such offering. In connection with any offering under this Section 5, the Company shall be entitled to select the Managing Underwriter or Underwriters (which shall be of nationally recognized standing), subject to the written consent of the Investor not to be unreasonably withheld. The Investor shall not be required to make any representations or warranties to or agreements with the Company or the Managing Underwriter other than representations, warranties or agreements regarding the Investor and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by Law.
Appears in 2 contracts
Samples: Investment Agreement (Handy & Harman Ltd.), Investment Agreement (ModusLink Global Solutions Inc)
Piggy-Back Registration Rights. a. The Company covenants and agrees with the Securityholders that in the event that the Company proposes to file a registration statement under the Act with respect to any of its equity securities (aother than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Securities as they may request. The Company shall give cause the Holder at least 30 days’ prior written notice managing underwriter of each filing by a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticethat, in its opinion, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable inclusion in respect such offering of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with would materially adversely affect the registration distribution of such other securities, all to the extent requisite offering) to permit the public holders of Securities requested to be included in the registration to include such Securities in the proposed offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will Company shall use its reasonable best efforts through its officers, directors, auditors, to include such Securities in such proposed offering on the same terms and counsel to cause such registration statement to become effective conditions as promptly as practicableany similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to registration pursuant to this Section 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 9.1, if any such managing underwriter of any such offering recognized standing shall determine and advise the Company and the Securityholders in writing that, in its opinion, the distribution of all or a specified portion of the Common Stock Shares Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the Companyaggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company will include shall be included in such registration the following order: (i) first, the securities that the Company proposes to sell include therein and (ii) second, such other securities (including the Common Stock Shares Securities) requested to be included, pro rata among the holders (including the Securityholders) of such other securities according to the number of securities requested to be included by each such holder requesting inclusion therein.
b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered request to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make and the statements therein not misleading in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment managing underwriter of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Common Stock Shares or securities, such prospectus offering shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, advise the Company and the Holder will enter into an underwriting agreement with holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter for such offeringbelieves can reasonably be sold in the contemplated distribution then, which the securities to be included in the registration shall be reasonably satisfactory included in substance and form the following order: (i) first, all of the securities requested to be included therein by the Company, holder or holders making the Company’s counsel and initial request for the Holder’ counselregistration, and the underwriter(ii) second, and such agreement shall contain such representations and warranties other securities requested to be included therein by the Company and the Holder and holders of such other terms securities, pro rata among the Company and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially the holders of such other securities according to the effect number of securities requested to be included by the Company and each such holder requesting inclusion therein. For purposes of this Section 9.2(b), the Company agrees to request for inclusion in the extent provided belowregistration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.
Appears in 2 contracts
Samples: Warrant Agreement (Graphix Zone Inc /De/), Warrant Agreement (Graphix Zone Inc /De/)
Piggy-Back Registration Rights. 1.1 If, at any time after the date hereof and prior to December 31, 2014 there is not an effective registration statement covering the Registrable Securities pursuant to this Agreement and Parent shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account (aother than the initial registration statement relating to an offering for its own account) The Company or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), Parent shall give send to all of the Holder at least 30 days’ prior Holders of Registrable Securities written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission such determination and, if within twenty (the “Commission”). If requested by the Holder in writing within 20 20) days after receipt of any such notice, or within such shorter period of time as may be specified by Parent in such written notice as may be necessary for Parent to comply with its obligations with respect to the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect timing of the shares sold filing of such registration statement, a Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by an such Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with Parent will cause the registration under the Securities Act of all Registrable Securities which Parent has been so requested to register by such other securitiesHolder, all to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Parent shall determine for any reason not to register or to delay registration of such securities, Parent may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 1.1 for the same period as the delay in registering such other securities. Parent shall include in such registration statement all or any part of such Registrable Securities that a Holder requests to be registered; provided, however, that Parent shall not be required to register any Registrable Securities pursuant to this Section 1.1 that are eligible for sale pursuant to Rule 144 of the Securities Act without volume limitations or restrictions. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if Parent after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement (including the price at which Parent proposes to sell the securities in such offering), and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of a Holder, then (x) the number of Registrable Securities of the Holders included in such registration statement shall be reduced, pro rata based on the number of Registrable Securities that each Holder has requested be included in such registration statement and the aggregate number of Registrable Securities that the Holders and have requested be included in such registration statement (such proportion is referred to herein as “Pro Rata”), if Parent after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration statement, if Parent after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as Parent, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (other than Parent).
1.2 Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission seeks to characterize any offering pursuant to a registration pursuant to the provisions of this Article I as constituting an offering of securities by or on behalf of Parent, or in any other manner, such that the Staff or the Commission do not permit such registration statement to become effective and used for resales in a manner that does not constitute such an offering and sale that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then Parent shall reduce the number of shares to be included in such registration statement by all Holders until such time as the Common Stock Shares through Staff and the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause Commission shall so permit such registration statement to become effective as promptly as practicableaforesaid. If In making such reduction, Parent shall reduce the managing underwriter number of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested shares to be included by all Holders on a Pro Rata basis unless the inclusion of shares by a particular Holder or a particular set of Holders are resulting in the Staff’s or the Commission’s “by or on behalf of Parent” offering position, in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a Pro Rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders). In addition, in the event that the Staff or the Commission requires any Holder seeking to sell securities under a registration concurrently with pursuant to the securities provisions of this Article I to be specifically identified as an “underwriter” in order to permit such registration statement to become effective, and such Holder does not consent to being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include so named as an underwriter in such registration firststatement, then, in each such case, Parent shall reduce the securities that the Company proposes to sell and second, the Common Stock Shares requested total number of Registrable Securities to be included in registered on behalf of such registrationHolder, to until such time as the extent permitted by Staff or the managing underwriterCommission does not require such identification or until such Holder accepts such identification and the manner thereof.
(b) 1.3 In the event of a registration pursuant to these provisionsthe provisions of this Article I, the Company Parent shall use its reasonable best efforts to cause the Common Stock Shares Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as a majority-in-interest of the Holder Holders may reasonably request; provided, however, that the Company Parent shall not by reason of this Agreement be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company , to subject itself to taxation in any such jurisdiction or to file a general consent to service of process. Parent shall use commercially reasonable efforts to keep effective any registration or qualification contemplated by this section Agreement and shall shall, from time to time time, amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document document, and communication for such period of time as shall be required to permit the Holder Holders to complete the offer and sale of the Common Stock Shares Registrable Securities covered thereby. Notwithstanding the preceding sentence, Parent shall in no event be required to keep any such registration or qualification in effect for a period in excess of six (6) months from the date on which the Holders are first free to sell such Registrable Securities under such registration statement (the “Effectiveness Period”); provided, however, that, if Parent is required to keep any such registration or qualification in effect with respect to securities other than the Registrable Securities beyond such period, Parent shall keep such registration or qualification in effect as it relates to the Registrable Securities for so long as such registration or qualification remains or is required to remain in effect in respect of such other securities.
(d) 1.4 In the event of a registration pursuant to the provisions of this sectionArticle I, the Company Parent shall furnish to the a Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), such reasonable number of copies of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations promulgated thereunder, and such other documents, as the a Holder may reasonably request to facilitate the disposition of the Common Stock Shares Registrable Securities included in such registration.
(e) The Company 1.5 In the event of a registration pursuant to the provision of this Article I, Parent and the Holders shall enter into a cross-indemnity agreement and a contribution agreement, each in customary form, with each underwriter, if any, and, if requested, enter into an underwriting agreement containing conventional representations, warranties, allocation of expenses, and customary closing conditions, with any underwriter who acquires any Registrable Securities.
1.6 Parent agrees that, until all the Registrable Securities have been sold under a registration statement or pursuant to Rule 144 promulgated under the Securities Act, it shall keep current in filing all reports, statements and other materials required to be filed with the Commission under Section 12 of the Securities Exchange Act of 1934 to permit holders of the Registrable Securities to sell such securities under Rule 144 promulgated under the Securities Act.
1.7 Parent may grant piggy back registration rights to other persons so long as such rights are pari passu or subordinate to the rights of the Holders and nothing herein contained shall prohibit Parent from granting to any person demand registration rights.
1.8 During the Effectiveness Period, Parent shall notify each Holder of Registrable Securities, the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part disposition of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge which requires delivery of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act Act, of the happening of any event (as a result promptly as practicable after becoming aware of such event), which comes to the Parent’s attention, that will after the occurrence of such event cause the prospectus included in such registration statementRegistration Statement, if not amended or supplemented, to contain an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Parent shall, at the request of such Holder, promptly thereafter prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so that, as then in effectthereafter delivered to the purchasers of such Registrable Securities, would include such prospectus shall not contain 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 misleading.
1.9 Parent shall comply, and continue to comply during the Effectiveness Period, in all material respects with the light Securities Act and the Exchange Act and with all applicable rules and regulations of the circumstances then existingCommission with respect to the disposition of all securities covered by such Registration Statement.
1.10 Parent shall, and at as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant to the reasonable request Registration Statement of the Holder prepare issuance by the Commission of any stop order or other suspension of effectiveness of the Registration Statement.
1.11 Parent shall use commercially reasonable efforts to provide a transfer agent and furnish to it such number of copies of a supplement to or an amendment of such prospectus as registrar, which may be necessary so thata single entity, as thereafter delivered to for the purchasers shares of such the Parents Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend at all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Companytimes.
(h) 1.12 If requested by the underwriter for any underwritten offering Holders, Parent shall cooperate with the Holders to facilitate the timely preparation and delivery of Common Stock Shares, certificates representing Registrable Securities to be delivered to a transferee pursuant to the Company and the Holder will enter into an underwriting agreement with such underwriter for such offeringRegistration Statement, which certificates shall be reasonably satisfactory in substance and form free, to the Companyextent permitted by applicable law, the Company’s counsel and the Holder’ counselof all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.
1.13 Parent shall take all other reasonable actions necessary to expedite and facilitate the underwriter, and such agreement shall contain such representations and warranties disposition by the Company and Holders of the Holder and such other terms and provisions as are customarily contained Registrable Securities pursuant to the Registration Statement.
1.14 Parent shall pay all expenses in an underwriting agreement connection with respect to secondary distributions solely by selling stockholdersany registration obligation provided herein, including, without limitation, indemnities substantially to all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws, and the effect fees and to disbursements of counsel for the extent provided belowParent and of its independent accountants; provided, that, in any registration, each party shall pay for its own underwriting discounts and commissions and transfer taxes.
Appears in 2 contracts
Samples: Registration Rights Agreement (SFX Entertainment, INC), Registration Rights Agreement (SFX Entertainment, INC)
Piggy-Back Registration Rights. (a) The To the extent a Holder’s Registrable Securities have not been registered pursuant to Section 2.1(a), if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities by the Company for its own account (other than a Shelf Registration Statement relating to primary offerings by the Company) or for any of the other security holders of the Company for their account (other than pursuant to Section 2.1) or (ii) equity securities of the Company are to be sold in an underwritten offering (whether or not for the account of the Company) (other than pursuant to Section 2.1) pursuant to an Automatic Shelf Registration Statement or a Registration Statement covering the Registrable Securities, then the Company shall (i) give the Holder at least 30 days’ prior prompt written notice of each such proposed filing by and/or offering to all Holders if an Automatic Shelf Registration Statement is used in such offering or, if an Automatic Shelf Registration Statement is not used, those Holders with Registrable Securities included in such Registration Statement, as soon as practicable but in no event less than 10 Business Days prior to the Company anticipated filing date of the Registration Statement or anticipated date of pricing of such underwritten offering, which notice shall, subject to the Holder agreeing in writing to keep such information confidential, describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter(s) or Agent, if any, of the offering, and (ii) offer to the Holders in such notice the opportunity to register the sale of or include in such offering, as applicable, such number of Registrable Securities as such Holders may request in writing within five Business Days following receipt of such notice (a registration statement with the Securities and Exchange Commission (the “CommissionPiggy-Back Registration”). If requested by at any time after giving written notice of its intention to register any securities and prior to the Holder effective date of the Registration Statement filed in writing within 20 days after receipt connection with such Piggy-Back Registration or prior to the pricing of any such noticeunderwritten offering, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), shall determine for any reason not to register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the or to delay registration of such securities or to discontinue such underwritten offering, as applicable, the Company may, at its election, give written notice of such determination to each Holder and, (x) in the case of a determination not to register or to discontinue such offering, shall be relieved of its obligation to register any Registrable Securities in connection with such registration or undertake such offering, as applicable, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities, . The Company shall cause all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Registrable Securities requested to be included in the a non-underwritten registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company and shall use its commercially reasonable best efforts to cause the Common Stock Shares so registered managing underwriter(s) of a proposed underwritten offering (or Agent with respect to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(can agented offering) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale inclusion of the Common Stock Shares covered thereby.
(d) In Registrable Securities requested in such underwritten or agented offering to be so included on the event same terms and conditions as any similar securities of a registration pursuant to the provisions of this section, the Company included therein and shall furnish use commercially reasonable efforts to cause the Holder such reasonable number of copies of managing underwriter(s) to permit the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement sale or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of such Registrable Securities in accordance with the Common Stock Shares included intended method(s) of distribution thereof. All Holders proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an underwriter(s) or Agent shall (i) in connection with such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will distribution enter into an underwriting agreement or agency agreement, as applicable, in reasonable and customary form with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties underwriter(s) or Agent selected by the Company or the Person exercising demand registration rights, as applicable, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the Holder and terms of such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholdersor agency agreement, includingas applicable; provided, without limitationthat any such indemnities, indemnities substantially contribution or expense reimbursement obligations shall not be more onerous to the effect Holders than those set forth under Section 4 and to the extent provided belowSection 5 of this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Blackstone Real Estate Income Trust, Inc.), Registration Rights Agreement (Blackstone Real Estate Income Trust, Inc.)
Piggy-Back Registration Rights. (a) The Company shall give the Holder If at least 30 days’ prior written notice of each filing by any time the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a registration statement with the Securities and Exchange Commission (the “CommissionPiggyback Registration”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shallwill give Rhône Capital III written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holdersubject to Section 4.2(c), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause shall include in such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares Registrable Securities requested to be included in therein pursuant to the registration concurrently with written request of Rhône Capital III on behalf of one or more Holders received within 10 days after delivery of the securities being registered by Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company would materially adversely affect and the distribution of such securities by the Company, then managing underwriters advise the Company will and Rhône Capital III that in their reasonable opinion the number of shares of Common Stock proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration registration: (i) first, the securities number of shares of Common Stock that the Company proposes to sell sell; and (ii) second, the number of shares of Common Stock Shares requested to be included therein by holders of Common Stock, including Holders in respect of whom Rhône Capital III has provided notice in accordance with this Section 4.2(a), pro rata among all such holders on the basis of the number of Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree.
(b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than Rhône Capital III, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock proposed to be included in such registrationregistration exceeds the Maximum Number of Shares, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, then the Company shall use its reasonable best efforts to cause include in such registration: (i) first, the number of shares of Common Stock Shares so registered requested to be registered included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock requested to be included therein by other holders of shares of Common Stock including Rhône Capital III (if Rhône Capital III has elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock requested to be included therein by such holders or qualified for sale under as such holders and the securities or blue sky laws Company may otherwise agree; and (iii) third, the number of such jurisdictions as the Holder may reasonably request; provided, however, shares of Common Stock that the Company shall not be required proposes to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do businesssell.
(c) The If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall keep effective have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered therebyoffering.
(d) In The Company shall not grant to any Person the event of right to request the Company to register any Common Stock in a registration pursuant to Piggyback Registration unless such rights are consistent with the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registrationSection 4.2.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Warrant and Registration Rights Agreement (Quiksilver Inc), Warrant and Registration Rights Agreement (Quiksilver Inc)
Piggy-Back Registration Rights. (a) The If at any time after the date hereof, the Company shall give determine to prepare and file with the Holder at least 30 days’ prior Commission a Registration Statement relating to an offering for its own account or the account of others of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send a written notice of such determination to each filing Purchaser and, if within ten calendar days after the date of delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Underlying Shares as the Purchaser requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, however, if the offering is an underwritten offering and was initiated by the Company or at the request of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter marketshareholder, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If if the managing underwriter of any such offering shall determine and underwriters advise the Company that, in its opinion, that the distribution inclusion of all or a portion of the Common Stock Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an "Adverse Effect"), then the Company shall be required to include in such Registration Statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (a) first, the securities of the Company and (b) second, the shares, including the Underlying Shares, of all shareholders, on a pro rata basis, requesting registration concurrently and whose shares the Company is obligated by contract to include in the Registration Statement; provided, further, however, to the extent that all of the Underlying Shares are not included in the initial Registration Statement, the Purchaser shall have the right to request the inclusion of its Underlying Shares in subsequent Registration Statements until all such Underlying Shares have been registered in accordance with the securities terms hereof. If the offering in which the Underlying Shares is being registered by the Company would materially adversely affect the distribution of such securities included in a Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Company, then the Company will include Purchaser shall sell its Underlying Shares in such registration firstoffering using the same underwriters and, subject to the securities that provisions hereof, on the Company proposes to sell same terms and second, conditions as the other shares of Common Stock Shares requested to be that are included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the underwritten offering. The Company shall use its reasonable best efforts to cause the Common Stock Shares so registered any Registration Statement to be registered declared effective by the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold. All fees and expenses incident to the performance of or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that compliance with this Section 4.18 by the Company shall be borne by the Company whether or not be required any Underlying Shares are sold pursuant to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) the Registration Statement. The Company shall keep effective any registration or qualification contemplated by this section indemnify and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit hold harmless the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this sectionPurchaser, the Company shall furnish to the Holder such reasonable number of copies of the registration statement officers, directors, members, partners, agents, brokers, investment advisors and employees of each amendment and supplement thereto of them, each person who controls the Purchaser (in each case, including all exhibits), within the meaning of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements Section 15 of the Securities Act or Section 20 of the Exchange Act), and the rules officers, directors, members, shareholders, partners, agents and regulations thereunderemployees of each such controlling person, to the fullest extent permitted by applicable law, from and such other documentsagainst any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the “Losses”), as the Holder may reasonably request incurred, arising out of or relating to facilitate the disposition of the Common Stock Shares included in such registration.
(ei) The Company shall notify the Holder promptly when such registration statement has become effective any untrue or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would include an alleged untrue statement of a material fact or omit to state contained in the Registration Statement, any material fact required to be stated prospectus included therein or necessary any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to make the statements therein not misleading in the light any omission or alleged omission of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made. The Holder shall suspend all sales ) not misleading or (ii) any violation or alleged violation by the Company of the Common Stock Shares Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.18, except to the extent, but only to the extent, that such untrue statements or omissions referred to in (i) above are based solely upon receipt of such notice from information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein, or to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Underlying Shares and shall not re-commence sales until they receive copies was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any necessary amendment or supplement thereto. The rights of the Purchaser under this Section 4.18 shall survive until all have been either registered under a Registration Statement or been sold pursuant to such prospectus, which shall be delivered an exemption to the Holder within 30 days registration requirements of the date of such notice from Securities Act. Notwithstanding anything to the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Sharescontrary, the Company shall have no obligations pursuant to this Section 4.18 after such time that the Underlying Shares are not subject to the current public information requirement under Rule 144 and that are eligible for resale without volume or manner-of-sale restrictions without current public information pursuant to Rule 144 promulgated by the Commission pursuant to a written opinion letter to such effect, addressed, delivered and reasonably acceptable to the Transfer Agent and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowaffected Purchasers.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Blink Logic Inc.), Securities Purchase Agreement (Blink Logic Inc.)
Piggy-Back Registration Rights. (a) The If the Company shall give propose to file a Registration Statement under the Holder at least 30 days’ prior written notice Securities Act relating to a public offering of Common Stock or other equity securities (other than in connection with an Excluded Registration) for the Company’s own account or for the account of any holder or holders of Common Stock or other securities (including an Initiating Demand Stockholder) pursuant to the exercise of registration rights (the Person or the Persons, collectively, for whose account such a Registration Statement is proposed to be filed, the “Initiating Securityholder”), in each filing by the Company of case, on a registration statement with form and in a manner that would permit the registration of Registrable Common Shares for sale to the public under the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticeAct, the Company shall, shall (i) give written notice at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all least 15 Business Days prior to the extent requisite filing thereof to permit each Stockholder holding Registrable Common Shares, specifying the public offering and sale of the Common Stock Shares through the securities exchange, if any, approximate date on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell file such Registration Statement and secondadvising such Stockholder of its right to have any or all of the Registrable Common Shares of such Stockholder included among the securities to be covered thereby, and (ii) at the written request of any such Stockholder given to the Company within ten Business Days after written notice from the Company has been given to the Stockholder, include among the securities covered by such Registration Statement the number of Registrable Common Shares which such Stockholder (a “Requesting Stockholder”) shall have requested be so included (subject, however, to reduction, in accordance with the applicable provisions of Section 5). Notwithstanding the foregoing, if the Initiating Securityholder shall be an Initiating Demand Stockholder that has delivered a written request for registration pursuant to Section 3(a), the Common Stock Shares requested Company shall provide written notice of the proposed filing of such Registration Statement to be included all other Demand Stockholders and the Warrant Stockholders then eligible to registration rights pursuant to Section 3 in such registrationaccordance with Section 3(a), to the extent permitted by the managing underwriterrather than this Section 4(a).
(b) In Nothing in this Section 4 shall create any liability on the event part of a registration pursuant the Company to these provisions, any Stockholder holding Registrable Common Shares if for any reason the Company shall use its reasonable best efforts decide not to cause file, or to delay the Common Stock Shares so registered filing of, a Registration Statement proposed to be registered filed under Section 4(a) or qualified for sale under to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever that a Stockholder may have taken, whether as a result of the securities issuance by the Company of any notice hereunder or blue sky laws of such jurisdictions as the Holder may reasonably request; otherwise, provided, however, that the Company shall not be required relieved of its obligation hereunder to qualify to do business pay the Registration Expenses in connection with any state by reason of this section in which it is not otherwise required to qualify to do businesssuch filing or proposed filing.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Registration Rights Agreement (PAETEC Holding Corp.), Registration Rights Agreement (PAETEC Holding Corp.)
Piggy-Back Registration Rights. (a) The Company shall give the Holder at least 30 days’ prior written notice of each filing by If the Company of proposes to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission respecting an underwritten public offering (an “Underwritten Offering”) of any shares of any class of its equity securities for its own account or for the account of a holder of securities of the Company pursuant to registration rights granted by the Company (a "Requesting Stockholder"), the Company shall give prompt written notice to the Holder at least ten Business Days prior to the initial filing of the registration statement relating to such offering (the “Commission”"Registration Statement"). If requested by Each such Holder shall have the Holder in writing right, within 20 days seven Business Days after receipt delivery of any such notice, to request in writing that the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register include all or, at Holder’s option, any or a portion of the Holder’s shares of common stock received upon conversion Exercise Shares in such Registration Statement ("Piggy-back Registration Rights"). The Company shall include in such Underwritten Offering all of the Exercise Shares that a Holder has requested be included, unless the underwriter for such offering, the "Managing Underwriter") delivers a notice (the “Common Stock Shares”a "Cutback Notice") concurrently with the registration of such other securities, all pursuant to Section 3.3(b) or 3.3(c) hereof. The Managing Underwriter may deliver one or more Cutback Notices at any time prior to the extent requisite to permit the public offering and sale execution of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause underwriting agreement for such registration statement to become effective as promptly as practicable. Underwritten Offering.
(b) If the managing underwriter of any such offering shall determine and advise proposed Underwritten Offering is an Underwritten Offering by the Company on a primary basis (a "Primary Registration"), the provisions of this Section 3.3(b) shall be applicable if the Managing Underwriter delivers a Cutback Notice stating that, in its opinion, the number of securities to be offered for the account of the Company ("Company Shares"), plus the Exercise Shares that the Holder has requested to be sold therein, plus the securities (the "Other Shares") that selling stockholders (other than the Holder) exercising similar piggy-back registration rights with respect to such offering ("Other Selling Stockholders") propose to sell therein, exceeds the maximum number of shares specified by the Managing Underwriter in such Cutback Notice that may be distributed without having a material adverse effect on the price, timing or distribution of the Company Shares. Such maximum number of shares that may be so sold, excluding the Company Shares, are referred to as the "Includible Shares." If the Managing Underwriter delivers such Cutback Notice, the Company shall be entitled to include all of the Company Shares in the Underwritten Offering in priority to the inclusion of any Other Shares or a Exercise Shares. First, each requesting Holder shall then be entitled to include in such offering up to its pro rata portion of the Common Stock Shares Includible Shares, based on the number of securities requested to be included sold by the Holders, and then each Other Selling Stockholder shall be entitled to include in such offering up to its pro rata portion of the Includible Shares, based on the number of securities requested to be sold by the Other Selling Stockholders. No shareholder that proposes to sell Exercise Shares or Other Shares in the proposed offering may sell any such shares therein unless all Company Shares are so included.
(c) If the proposed Underwritten Offering is an Underwritten Offering pursuant to demand registration concurrently with the securities being registered rights exercised by the Company would materially adversely affect the distribution of such securities by the Companya Requesting Stockholder, then the Company will include provisions of this Section 3.3(c) shall be applicable if the Managing Underwriter delivers a Cutback Notice stating that, in such registration firstits opinion, the securities that the aggregate number of Company proposes to sell Shares, Exercise Shares and second, the Common Stock Other Shares requested to be included in such registration, to offering therein exceeds the extent permitted maximum number of shares (the "Includible Secondary Shares") specified by the managing underwriter.
(b) In Managing Underwriter in such Cutback Notice that may be distributed without having a material adverse effect on the event price, timing and distribution of a registration pursuant to these provisionsthe Company Shares being distributed. If the Managing Underwriter delivers such Cutback Notice, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included will include in such registration.
, (ei) The Company shall notify first, the Holder promptly when such securities requested to be included therein by a Requesting Stockholder exercising demand registration statement has become effective or a supplement rights, (ii) second, the securities requested to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order be included therein by the Commission suspending Holder, if any, (iii) third, the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required securities requested 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counselif any, and (iii) fourth, each Other Selling Stockholder's pro rata portion of the underwriterIncludible Secondary Shares, and based on the number of securities requested to be sold by such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowOther Selling Stockholders.
Appears in 2 contracts
Samples: Warrant Agreement (Columbia Laboratories Inc), Investment and Royalty Agreement (Columbia Laboratories Inc)
Piggy-Back Registration Rights. (a) The Whenever the Company shall propose to file a registration statement under the Securities Act relating to the public offering of Common Stock (other than in connection with an Excluded Registration) for the Company's own account or for the account of any holder of Common Stock who holds registration rights as of the date hereof (the "Initiating Holder") and on a ----------------- form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, the Company shall (i) give the Holder written notice at least 30 days’ 15 Business Days prior to the filing thereof to each Holder of Registrable Securities then outstanding, specifying the approximate date on which the Company proposes to file such registration statement and advising such Holder of its right to have any or all of the Registrable Securities then held by such Holder included among the securities to be covered thereby and (ii) at the written request of any such Holder given to the Company within 15 days after such Holder's receipt of written notice from the Company, include among the securities covered by such registration statement the number of each filing Registrable Securities which such Holder (a "Requesting Holder") shall have requested be so included (subject, however, to ----------------- reduction in accordance with paragraph (b) of this Section 3).
(b) Each Holder of Registrable Securities wishing to participate in an offering pursuant to Section 3(a) may include Registrable Securities in any Registration Statement relating to such offering to the extent that the inclusion of such Registrable Securities shall not reduce the number of shares of Common Stock to be offered and sold by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”)or any Initiating Holder pursuant thereto. If requested the lead managing underwriter for an Underwritten Offering pursuant to Section 3(a) determines that marketing factors require a limitation on the number of Registrable Securities to be offered and sold by the Holder Requesting Holders in writing within 20 days after receipt such offering, there shall be included in such offering only that number of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discountsRegistrable Securities, if any, payable in respect that such lead managing underwriter reasonably believes will not jeopardize the success of the offering of all of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with that the registration of Company wishes to sell for its own account or that the Initiating Holder desires to sell for its own account, as the case may be. In such other securitiesevent, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchangeto be included in such offering shall consist of (i) first, the securities the Company or the Initiating Holder, as the case may be, proposes to sell, and (ii) second, the number, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares Registrable Securities requested to be included in such registrationregistration that, to in the extent permitted by opinion of such lead managing underwriter can be sold without jeopardizing the managing underwriter.
(b) In success of the event offering of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under all of the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not or the Initiating Holder, as the case may be, wishes to sell for its own account, such amount to be required allocated on a pro rata basis among the Holders of Registrable Securities who have requested that their securities be so included based on the number of Registrable Securities that each Holder thereof has requested to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do businessbe so included.
(c) The Company Nothing in this Section 3 shall keep effective create any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit liability on the Holder to complete the offer and sale part of the Common Stock Shares covered thereby.
(d) In Company to the event Holders of Registrable Securities if the Company for any reason should decide not to file a registration pursuant statement proposed to the provisions of this section, the Company shall furnish be filed under Section 3(a) or to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in withdraw such registration statement and each supplement or amendment thereto (including each preliminary prospectus)subsequent to its filing, all regardless of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the any action whatsoever that a Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statementhave taken, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event whether as a result of which the prospectus included in such registration statement, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties issuance by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowof any notice hereunder or otherwise.
Appears in 2 contracts
Samples: Registration Rights Agreement (Itc Deltacom Inc), Registration Rights Agreement (Itc Holding Co Inc)
Piggy-Back Registration Rights. (a) The Company shall give the Holder If at least 30 days’ prior written notice any time ------------------------------ Technologies intends to file on its behalf or on behalf of each filing by the Company any of its securityholders a registration statement in connection with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt a public offering of any such noticesecurities of Technologies on a form and in a manner that would permit the registration for offer and sale of Technologies Common Stock held by Parent or any Parent Subsidiary, the Company shall, at the Company’s sole expense (other than a registration statement on Form S-8 or Form S-4, then Technologies shall give written notice (an "Intended Offering Notice") ------------------------ of such intention to Parent at least 20 business days prior to the underwriting discounts, if any, payable anticipated filing date of such registration statement. Such Intended Offering Notice shall offer to include in respect such registration statement for offer to the public such number of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with as Parent may request, subject to the registration of such other securitiesconditions set forth herein, all and shall specify, to the extent requisite then known, the number and class of securities proposed to permit be registered, the public offering proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and sale a good faith estimate by Technologies of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Parent shall advise Technologies in writing (such written notice being a "Piggy-back Notice") not later than 10 ----------------- business days after Technologies' delivery to Parent of the Intended Offering Notice, if Parent desires to participate in such offering. The Piggy-back Notice shall set forth the number of shares of Technologies Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel that Parent desires to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be have included in the registration concurrently statement and offered to the public (the "Piggy-back Shares"). Upon the request of Technologies, Parent shall ----------------- enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering.
(b) In connection with an underwritten offering pursuant to this Section 9.2, if the managing underwriter or underwriters advise Technologies and ----------- Parent in writing that in its or their opinion the number of securities being proposed to be registered by exceeds the Company would materially adversely affect the distribution of number that can be sold in such securities by the Companyoffering, then the Company will Technologies shall include in such registration the number of securities that, in the opinion of such managing underwriter or underwriters, can be sold as follows: (i) first, the securities that the Company Technologies proposes to sell and sell, (ii) second, the Common Stock Piggy-back Shares requested to be included in such registrationregistration by Parent and (iii) third, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered other securities requested to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (FMC Corp), Separation and Distribution Agreement (FMC Technologies Inc)
Piggy-Back Registration Rights. If (abut without any obligation to do so), at any time after the initial public offering (the "IPO") The Company shall give of the Holder at least 30 days’ prior written notice of each filing by Company's Common Stock, the Company proposes to register any of its stock or other equity securities under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement with covering the sale of the Registrable Securities and Exchange Commission (or a registration in which the “Commission”only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within ten (10) days after mailing of such notice by the Company in accordance with Article 4.1, the Company shall, on up to two (2) occasions and subject to the limitations set forth in this Agreement (including the provisions of Article 4.8), include in the Company’s sole expense (other than 's registration statement under the underwriting discounts, if any, payable in respect Act all of the shares sold by an Registrable Securities that each such Holder has requested to be registered; provided, however, that nothing in this Article 4.3 shall prevent the Company from at any time abandoning or delaying any such registration without obligation to any Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares .
(the “Common Stock Shares”a) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use Use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective as promptly as practicable. If for a period of up to one hundred twenty (120) days or until the managing distribution contemplated in the Registration Statement has been completed; provided, however, that such 120-day period shall be extended for a period of time equal to the period that the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company, and provided further that if applicable rules under the Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment which (x) includes any such offering shall determine and advise prospectus required by Section 10(a)(3) of the Act or (y) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested may incorporate by reference information required to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell (x) and second, the Common Stock Shares requested to be included in such registration, (y) above to the extent permitted by such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the managing underwriter1934 Act in the registration statement.
(b) In Prepare and file with the event SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement.
(c) Furnish to the Holders such numbers of copies of a registration pursuant prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to these provisions, facilitate the Company shall use disposition of Registrable Securities owned by them.
(d) Use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under register and qualify the securities covered by such registration statement under such other securities or blue sky Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holder may reasonably requestHolders; provided, however, provided that the 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 state such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by reason of this section in which it is not otherwise required to qualify to do businessthe Act.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(de) In the event of a registration pursuant to any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the provisions managing underwriter of this section, the Company shall furnish to the such offering. Each Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained participating in such registration statement underwriting shall also enter into and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and perform its obligations under such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filedan agreement.
(f) The Company shall advise the Notify each Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order Registrable Securities covered by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder statement at any time when a prospectus relating thereto 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, would include includes 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall not include an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under then existing.
(g) Cause all such Registrable Securities registered hereunder to be listed on each securities exchange on which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from similar securities issued by the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Companyare then listed.
(h) If requested by Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and CUSIP number for all such Registrable Securities, in each case not later than the underwriter for any underwritten offering effective date of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowregistration.
Appears in 2 contracts
Samples: Subscription Agreement (Nephros Inc), Subscription Agreement (Nephros Inc)
Piggy-Back Registration Rights. (a) The If at any time the Company shall give determine to register for its own account or the Holder at least 30 days’ prior account of others under the Securities Act of 1933, as amended (the "Securities Act") any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents relating to shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to the Purchaser written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing such determination and, if within 20 15 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable Purchaser shall so request in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisionswriting, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained include in such registration statement and each supplement all or amendment thereto (including each preliminary prospectus), all any part of which shall conform the Stock not then subject to the requirements Repurchase Option the Purchaser requests to be registered, except that if, in connection with any offering involving an underwriting of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Company's Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order be issued by the Commission suspending Company, the effectiveness of such registration statement, or managing underwriter shall impose a limitation on the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 shares of such Common Stock Shares or securitieswhich may be included in the registration statement because, in its judgment, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or limitation is necessary to make effect an orderly public distribution, then the statements therein not misleading Company shall be obligated to include in the light such registration statement only such limited portion of the circumstances under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholderswhich the Purchaser has requested inclusion hereunder. Any exclusion of the Stock shall be made PRO RATA among the all holders of the Company's Common Stock with similar registration rights seeking to include such shares, including, without limitation, indemnities substantially in proportion to the effect number of such shares sought to be included by such holders. No incidental right under this Section 5(a) shall be construed to limit any registration required under Section 5(b). The obligations of the Company under this Section 5(a) may be waived at any time upon the written consent of the Purchaser and to shall expire on the extent provided below6th anniversary of this Agreement.
Appears in 2 contracts
Samples: Restricted Stock Purchase Agreement (Smartserv Online Inc), Restricted Stock Purchase Agreement (Smartserv Online Inc)
Piggy-Back Registration Rights. (a) The Company shall give For a period of twelve (12) months following the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such noticeClosing Date, the Company shallshall notify the Subscriber in writing at least twenty (20) days prior the filing of any registration statement under Securities Act, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect connection with a public offering of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or on the over-the-counter marketS-8 (or any successor or substantially similar form), and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such offering shall determine and advise the Company thatplan, in its opinion, the distribution of all or a portion of dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Common Stock Shares requested Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Shares and the Warrant Shares and will afford the Subscriber an opportunity to include in such registration concurrently with statement all or part of the securities being registered Warrant Shares held by the Subscriber. In the event the Subscriber desires to include in any such registration statement all or any part of the Shares and the Warrant Shares held by the Subscriber, the Subscriber shall within ten (10) days after the above-described notice from the Company, so notify the Company would materially adversely affect in writing, including the distribution number of such securities Shares and Warrant Shares the Subscriber wishes to include in such registration statement. If the Subscriber decides not to include all of its Shares and Warrant Shares in any registration statement thereafter filed by the Company, the Subscriber shall nevertheless continue to have the right to include any Shares and Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.
(b) Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advise the Company that the total amount or kind of securities which the Subscriber, the Company and any other persons intended to be included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the amount or kind of securities to be offered for the various parties wishing to have shares of the Company’s common stock registered shall be included in the following order:
(i) If the Company will include in such registration proposed to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary Securities”):
(A) first, the securities that the Company proposes to sell and Primary Securities;
(B) second, the Common Stock Shares and Warrant Shares requested to be included in such registration, together with shares of its common stock which do not constitute Shares, Warrant Shares or Primary Securities (“Other Securities”) held by parties exercising similar piggy-back registration rights (or if necessary, such Shares, Warrant Shares and Other Securities pro rata among the holders thereof based upon the number of such Shares, Warrant Shares and Other Securities requested to the extent permitted be registered by the managing underwritereach such holder).
(bii) In If the event Company proposed to register Other Securities:
(A) first, the Other Securities requested to be included in such registration by holders exercising demand registration rights;
(B) second, the Warrant Shares requested to be included in such registration, together with Other Securities held by parties exercising similar piggy-back registration rights (or if necessary, such Shares, Warrant Shares and Other Securities pro rata among the holders thereof based upon the number of a registration pursuant such Shares, Warrant Shares and Other Securities requested to these provisionsbe registered by each such holder). Anything to the contrary in this Agreement notwithstanding, the Company shall use its reasonable best efforts may withdraw or postpone a registration statement referred to cause herein (a “Registration Statement”) at any time before it becomes effective or withdraw, postpone or terminate the Common Stock Shares so registered offering after it becomes effective without obligation to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do businessSubscriber.
(c) The In connection with its obligation under this Section 5, the Company shall keep will (i) furnish to Subscriber without charge, at least one copy of any effective Registration Statement and any registration or qualification contemplated post-effective amendments thereto, including financial statements and schedules, and, if the Subscriber so requests in writing, all documents incorporated therein by this section reference and shall from time all exhibits (including those incorporated by reference) in the form filed with the SEC; and (ii) deliver to time amend or supplement each applicable registration statementthe Subscriber and the underwriters, preliminary prospectusif any, final prospectuswithout charge, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale many copies of the Common Stock Shares covered therebythen effective prospectus included in the Registration Statement, as the same may be amended or supplemented (including such prospectus subject to completion) (the “Prospectus”), and any amendments or supplements thereto as such persons may reasonably request.
(d) In the event of As a registration pursuant condition to the provisions inclusion of this sectionits Shares, Warrant Shares, the Company Subscriber shall furnish to the Holder Company such reasonable number of copies of information regarding the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act Subscriber and the rules and regulations thereunder, and such other documents, distribution proposed by the Subscriber as the Holder Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to facilitate the disposition of the Common Stock Shares included in such registrationthis Agreement.
(e) The Subscriber agrees by acquisition of Shares and Warrant Shares that, upon receipt of any notice from the Company shall notify of the Holder promptly when such registration statement has become effective or a supplement happening of any event that, in the good faith judgment of the Company’s Board of Directors, requires the suspension of the Subscriber’s rights under this Section 5, Subscriber will forthwith discontinue disposition of Shares and Warrant Shares pursuant to any prospectus forming a part the then current Prospectus until the Subscriber is advised in writing by the Company that the use of the Prospectus may be resumed. If so directed by the Company, on the happening of such registration statement has been filedevent, the Subscriber will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in buyer’s possession, of the Prospectus covering such Shares and Warrant Shares at the time of receipt of such notice.
(f) The Subscriber hereby covenants with the Company shall advise (i) not to make any sale of Shares and Warrant Shares without effectively causing the Holder promptly after it shall receive notice prospectus delivery requirements under the Securities Act to be satisfied, and (ii) if such Shares and Warrant Shares are to be sold by any method or obtain knowledge of in any transaction other than on a national securities exchange, the issuance of any stop order by Nasdaq Global Select Market, the Commission suspending Nasdaq Global Market, Nasdaq Capital Market or in the effectiveness over-the-counter market, in privately negotiated transactions, or in a combination of such registration statementmethods, or to notify the initiation or threatening of Company at least 5 business days prior to the date on which the Subscriber first offers to sell any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedWarrant Shares.
(g) The Subscriber acknowledges and agrees that the Shares and Warrant Shares sold pursuant to the Registration Statement described in this Agreement are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing such Shares and Warrant Shares is accompanied by a certificate reasonably satisfactory to the Company to the effect that (x) the Shares and Warrant Shares have been sold in accordance with such Registration Statement and (y) the requirement of delivering a current Prospectus has been satisfied.
(h) The Subscriber shall promptly notify the Holder at not take any time when a prospectus relating thereto is required action with respect to any distribution deemed to be delivered made pursuant to such Registration Statement, which would constitute a violation of Regulation M under the Securities Exchange Act of 1934, as amended, or any other applicable rule, regulation or law.
(i) Upon the happening expiration of the effectiveness of any event as a result of which Registration Statement, the prospectus included in such registration statement, as then in effect, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus Subscriber shall 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 under which they were made. The Holder shall suspend all discontinue sales of the Common Stock Shares shares pursuant to such Registration Statement upon receipt of such notice from the Company of its intention to remove from registration the shares covered by such Registration Statement which remain unsold, and the Subscriber shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to notify the Holder within 30 days Company of the date number of shares registered which remain unsold immediately upon receipt of such notice from the Company.
(hj) If requested In the case of the registration of any underwritten primary offering initiated by the underwriter for Company (other than any registration by the Company on Form S-4 or Form S-8 (or any successor or substantially similar form), or of (i) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or (ii) a dividend reinvestment plan) or any underwritten secondary offering initiated at the request of Common Stock Shares, a holder of securities of the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form pursuant to registration rights granted by the Company, the Subscriber agrees not to effect any public sale or distribution of securities of the Company’s counsel , except as part of such underwritten registration, during the period beginning fifteen (15) days prior to the closing date of such underwritten offering and during the Holder’ counsel, and the underwriter, and period ending ninety (90) days after such agreement shall contain closing date (or such representations and warranties longer period as may be reasonably requested by the Company and or by the Holder and such other terms and provisions as are customarily managing underwriter or underwriters).
(k) Anything to the contrary contained in an underwriting agreement this Agreement notwithstanding, when, in the opinion of counsel for the Company, registration of the Shares and Warrant Shares is not required by the Securities Act, in connection with respect a proposed sale of such Shares and Warrant Shares, the Subscriber shall have no rights pursuant to secondary distributions solely by selling stockholdersthis Section 5. In furtherance and not in limitation of the foregoing, including, the Subscriber shall have no rights pursuant to this Section 5 at such time as all of the Subscriber’s Warrant Shares may be sold without limitation, indemnities substantially limitation pursuant to the effect and to the extent provided belowRule 144.
Appears in 1 contract
Piggy-Back Registration Rights. (a1) The Company shall give the Holder at least 30 days’ prior written notice of each filing by At anytime and from time to time, if the Company of proposes to file a registration statement with the Securities and Exchange Commission (“SEC”) with respect to any firmly underwritten offering of any securities of any class of its equity securities for its own account or for the account of a holder(s) of securities of the Company (a “CommissionRequesting Stockholder”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, each time it intends to file a registration statement, give prompt written notice to the Holder of this Warrant at least 20 days prior to the Company’s sole expense (other than the underwriting discounts, if any, payable in respect initial filing of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares registration statement relating to such offering (the “Common Stock SharesRegistration Statement”), and shall include for resale all of the Warrant Shares issued or issuable upon exercise of this Warrant in such Registration Statement. If, however, the underwriter for such offering (in either case, the “managing underwriter”) concurrently delivers a notice (a “Cutback Notice”) in accordance with paragraph (2) below, then the registration Company shall follow the procedures set forth in paragraph (2) below for reducing such Warrant Shares in such Registration Statement. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for such other securitiesunderwritten offering.
(2) If the proposed underwritten offering is an underwritten offering by the Company on a primary basis (a “Primary Registration”), all the Warrant Shares may be excluded in the event and to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If recommended by the managing underwriter of any such offering shall determine and advise the Company underwriter, pursuant to a Cutback Notice stating that, in its opinion, the number of securities to be offered for the account of the Company (“Company Shares”), plus the Warrant Shares that the Holders have requested to be sold therein, plus the securities (the “Other Shares”) that selling stockholders (other than the Holders) exercising similar piggy-back registration rights with respect to such offering (“Other Selling Stockholders”) propose to sell therein, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without having a material adverse effect on the price, timing or distribution of the Company Shares. Such maximum number of shares that may be so sold, excluding the Company Shares, are referred to as the “Includible Shares.” If the managing underwriter delivers such Cutback Notice, the Company shall be entitled to include all of the Company Shares in the Underwritten Offering in priority to the inclusion of any “Other Shares” or a Warrant Shares and the Holders shall be entitled to include the Warrant Shares in priority to any Other Shares. Each requesting Holder shall then be entitled to include in such offering up to its pro rata portion of the Common Stock Shares Includible Shares, based on the number of securities requested to be sold by the Holders.
(3) Notwithstanding anything to the contrary provided herein or elsewhere (i) if any Warrant Shares are not included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Companya Registration Statement as provided in paragraph (1) above, then the Company will include in shall file and cause to be declared effective a new Registration Statement covering the resale of such registration first, excluded Warrant Shares no later than six (6) months following the securities effective date of the Registration Statement that the Company proposes to sell and secondWarrant Shares were excluded from, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(bii) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause pay all costs and expenses of the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws preparation of such jurisdictions as the Holder may reasonably request; provided, however, that all Registration Statements and (iii) the Company shall not be provide the Holder with all materials and take all actions necessary and/or required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for allow such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock sell its Warrant Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto a Registration Statement (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially but not limited to the effect and causing each such Registration Statement to the extent provided belowremain effective until all Warrant Shares are sold).
Appears in 1 contract
Piggy-Back Registration Rights. (a) The Company If, at any time during the period commencing on the first anniversary date hereof and evidencing on the second anniversary date hereof ("Second Anniversary Date"), Northland shall determine to register shares of Northland Class A Common Stock under the Act for the purpose of effecting an underwritten public offering thereof for cash, Northland shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all thereof to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestShareholder; provided, however, that the Company Northland shall not be required to qualify give such notice to do the Shareholder if the proposed registration (i) is not to be made on Securities and Exchange Commission ("Commission") Forms X-0, X-0 or S-3 (or the successors to such forms); and (ii) is (A) a registration of securities other than Northland Class A Common Stock; (B) a registration of a stock option, incentive compensation, profit sharing or other employee benefit plan or of securities issued or issuable pursuant to any such plan; or (C) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger, share exchange, consolidation or other business combination involving, another corporation or entity.
(b) Subject to paragraph (c) of this Section 1, upon receiving any notice required under paragraph (a) of Section 1, if the Shareholder desires to participate in a registration statement, then the Shareholder shall provide written notice of such desire to Northland on the form attached as Exhibit A ("Piggy Back Registration Request") within 10 days after the date of Northland's notice. Such Piggy Back Registration Request shall be accompanied by (i) the Power of Attorney attached as Exhibit B, duly executed by the Shareholder; (ii) the Letter of Transmittal and Custody Agreement attached as Exhibit C, duly executed by such Shareholder; (iii) the stock certificates representing the Northland Shares requested to be registered by the Shareholder, accompanied by stock powers duly executed in blank by or on behalf of the Shareholder; and (iv) any other documents necessary to facilitate the Shareholder's participation in such registration (collectively, "Registration Documents"). Northland will use its best efforts to register all of the Northland Shares requested to be registered by the Shareholder on such Piggy Back Registration Request concurrently with the registration of Northland Class A Common Stock by Northland on its own behalf and on the same terms and conditions of offering and sale as contemplated and agreed to by Northland ("Piggy Back Registration"). In the event the Shareholder requests to participate in any state Piggy Back Registration, the Shareholder must sell the Northland Shares subject thereto on the same terms and conditions of offering and sale (including, without limitation, purchase price and underwriting discount per share, but excluding any differing allocation agreed to by reason Northland with respect to any over-allotment option granted) as agreed to by Northland in connection with its sale of this section in which it is not otherwise required to qualify to do businessNorthland Class A Common Stock thereunder.
(c) The Company Northland shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall not be required to permit include any Northland Shares which have been requested to be registered by the Holder Shareholder in any Piggy Back Registration under this Section 1 if Northland believes that, in its discretionary reasonable judgment, the inclusion of Northland Shares proposed to complete be included by the offer and sale Shareholder would materially interfere with the timing, pricing or marketing of the Northland Class A Common Stock Shares covered thereby.
(d) In being offered by Northland. Northland may, in its discretionary judgment for any reason whatsoever and without the event of a registration pursuant to consent the provisions of this sectionShareholder, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in withdraw any such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included abandon any proposed Piggy Back Registration in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would include an untrue statement of a material fact or omit Shareholder has requested to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Companyparticipate.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 1 contract
Samples: Registration Rights Agreement (Northland Cranberries Inc /Wi/)
Piggy-Back Registration Rights. At any time the Conversion Shares, Warrants or Warrant Shares (acollectively, the “Registerable Securities”) The are owned by a Purchaser and there is not an effective registration statement covering all of the Registerable Securities, and if the Company shall give determine to prepare and file with the Holder at least 30 days’ prior written notice of each filing by the Company of SEC a registration statement with relating to an offering for its own account or the Securities and Exchange Commission account of others under the Act, of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents (the “CommissionRegistration Statement”). If requested by the Holder ) relating to equity securities to be issued solely in writing within 20 days after receipt connection with any acquisition of any such notice, the Company shall, at entity or business or equity securities issuable in connection with the Company’s sole expense (stock option or other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Companyemployee benefit plans, then the Company will shall deliver to each Purchaser a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested statement all or any part of such Registerable Securities such Purchaser requests to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably requestregistered; provided, however, that Registerable Securities may be reduced on a pro rata basis with such other securities being registered on the applicable registration statement if and to the extent that the underwriter(s) associated with the offering which is the subject of the Registration Statement believes, in good faith, that the inclusion of such Registerable Securities will have an adverse effect on the sale of the securities for which such registration statement was filed. The Company shall not be required to qualify register any Registerable Securities pursuant to do business this Section 6.2 that are eligible for resale pursuant to Rule 144 promulgated by the SEC pursuant to the Act or that are the subject of a then effective registration statement; provided, that the Borrower’s counsel renders an opinion letter as such in favor of the Purchaser at Borrower’s expense. If any state by reason SEC guidance or FINRA regulation sets forth a limitation on the number of this section in which it is not otherwise required securities permitted to qualify be registered on a particular registration statement (and notwithstanding that the Company used diligent efforts to do business.
(c) The Company shall keep effective any advocate with the SEC or such other applicable regulatory authority for the registration of all or qualification contemplated by this section and shall from time a greater portion of Registerable Securities), the number of Registerable Securities to time amend or supplement each be registered on such registration statement will be reduced on a pro rata basis with such other securities being registered on the applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.
Appears in 1 contract
Samples: Securities Purchase Agreement (Premier Alliance Group, Inc.)
Piggy-Back Registration Rights. (a) The Company shall give the Holder at least 30 days’ prior written notice of each filing by If the Company of proposes to file a registration statement with under the Securities and Exchange Commission 1933 Act, covering securities of the Company, whether for the Company's own account or for the account of selling security holders (other than a registration statement relating to an acquisition or merger or a registration statement on Form S-4 or S-8 or subsequent similar forms or pursuant to a registration under Section 3.2(b)), it shall advise the Holder and/or the holders of any Shares issuable or issued upon the exercise in whole or in part of this Warrant (the “Commission”). If requested "Warrant Shares") (each such Holder or holder of Warrant Shares being referred to herein as a "holder") by written notice at least thirty (30) calendar days prior to the Holder in writing filing of such registration statement and will upon the request of any such holder given within 20 fifteen (15) calendar days after the receipt of any such notice, notice (which request shall include the number of Shares intended to be disposed of by such holder) use its best efforts to effect the registration under the Securities Act of all Warrant Shares that the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable has been requested to so register and to include in respect any such registration statement such information as may be required to permit a public offering of the shares sold Warrant Shares. The Company is not required to include such Warrant Shares in a registration statement relating to an offering of securities if the managing underwriter has advised the Company that the inclusion of such Warrant Shares should be limited due to market conditions, then the number of Shares determined by an Holder)such underwriter to be the maximum number capable of being included in such registration shall be allocated as follows: (i) first, register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of to the Shares (if any) sought to be included by the “Common Stock Shares”Company; (ii) concurrently with the registration of such other securitiessecond, all to the extent requisite Shares sought to permit be included by the public offering and sale holders of the Common Stock Warrant Shares through pro rata to the numbers of Shares sought to be registered by each such holder; and (iii) last, to the Shares sought to be included by any other securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause holders. The Company shall keep any such registration statement to become current for a period of nine months from the effective date of such registration statement or until such earlier date as promptly all of the registered Warrant Shares have been sold. In connection with such registration, the holders will execute and deliver such customary underwriting documents as practicable. If are requested by the managing underwriter of any such offering shall determine and advise as a condition to the Company that, in its opinion, the distribution of all or a portion inclusion of the Common Stock Warrant Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Companystatement, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale date of the Common Stock Shares covered thereby.
(d) In the event of a registration pursuant to the provisions of this sectionstatement filed in connection with such registration, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration.
(e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed.
(f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
(g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto 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, would 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 in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such 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 such Common Stock Shares or securities, such prospectus shall 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 under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company.
(h) If requested by the underwriter determine for any underwritten offering of Common Stock Sharesreason not to register such securities, the Company may, at its election, give written notice of such determination to each holder who made a request as above provided and thereupon the Holder will enter into an underwriting agreement with such underwriter for such offering, which Company shall be reasonably satisfactory in substance and form relieved of its obligation to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and register any such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided belowsecurities.
Appears in 1 contract
