Piggyback Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Warrant, the Corporation will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Corporation will as expeditiously as possible: 7.1. Prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Corporation will furnish to the Holders of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed); 7.2. Prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Holders set forth in such registration statement; 7.3. Furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; 7.4. Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Holder requests and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided that the Corporation will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction); 7.5. Promptly notify each Holder of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such Holder, the Corporation will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; 7.6. Use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or the inter-dealer quotation system on which Common Stock issued by the Corporation is then listed, if any; 7.7. Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; 7.8. Enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, in the event that such securities are being sold through underwriters, furnishing on the date that such Registrable Securities are delivered to such underwriters for sale, an opinion of legal counsel and a letter from the Corporation's auditors, dated as of such date, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to such underwriters; 7.9. Subject to obtaining a confidentiality agreement in reasonably acceptable form, make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation's officers, directors, employees, independent accountants and attorneys to supply all information requested by any such Holder, underwriter, attorney, accountant or agent in connection with such registration statement; 7.10. Permit any Holder of Registrable Securities which Holder, in its sole exclusive judgment, might be deemed to be an underwriter or a controlling person of the Corporation, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material relating to such Holder, furnished to the Corporation in writing, which in the reasonable judgment of such Holder and its counsel should be included; and 7.11. In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Corporation will use its best efforts promptly to obtain the withdrawal of such order.
Appears in 2 contracts
Samples: Warrant Agreement (Commonwealth Biotechnologies Inc), Warrant Agreement (Commonwealth Biotechnologies Inc)
Piggyback Registration Procedures. Whenever If and whenever the Holders Company is --------------------------------- required to use its reasonable efforts to effect the registration of Registrable any of its securities under the Securities have requested that any Registrable Securities be registered pursuant to this WarrantAct, the Corporation will Company shall use its best reasonable and diligent efforts to effect the registration and the sale of such the Piggyback Registrable Securities in accordance with the intended method of disposition thereof; provided, and however, that the Company will not be under any obligation to -------- ------- ensure the registration of such Piggyback Registrable Securities is consummated if the Registration Statement pursuant thereto to which the Corporation will Piggyback Registrable Securities are being registered is canceled or withdrawn on behalf of the Company or those persons requesting such registration. In connection with the foregoing, the Company will, as expeditiously as possible:
7.1. Prepare (a) prior to the filing of the Registration Statement, furnish to the selling Lichtin Holders copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the approval of such Lichtin Holders only with respect to any statement in the Registration Statement which relates to such Lichtin Holders;
(b) notify the selling Lichtin Holders promptly and confirm in writing, (i) when the Registration Statement and any post-effective amendments thereto have become effective, (ii) when any amendment or supplement to the Prospectus has been filed with the SEC, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or any part thereof or the initiation of any proceedings for that purpose, (iv) if the Company receives any notification with respect to the suspension of the qualification of the Piggyback Registrable Securities for offer or sale in any jurisdiction or the initiation of any proceeding for such purpose, and (v) of the happening of any event during the period the Registration Statement is effective as a result of which (A) such Registration Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) the Prospectus as then amended or supplemented contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(c) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement or any part thereof as promptly as possible;
(d) after the Lichtin Holders have delivered a Piggyback Registration Request to the Company, furnish to each selling Lichtin Holder, without charge, at least one conformed copy of the Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);
(e) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Corporation will furnish to the Holders of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed);
7.2. Prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a the period of not less than 180 days specified in paragraph (a) above and to comply with the provisions of the Securities Act with respect to the disposition of all securities Piggyback Registrable Securities covered by such registration statement during such period Registration Statement in accordance with the each Lichtin Holder's intended methods method of disposition by the Holders set forth in such registration statementRegistration Statement for such period;
7.3. Furnish (f) furnish to each seller of Registrable Securities selling Lichtin Holder and to each underwriter such number of copies of such registration statement, each amendment the Registration Statement and supplement thereto, the prospectus Prospectus included in such registration statement therein (including each preliminary prospectus) and such other documents documents, as such Holder persons may reasonably request in order to facilitate the public sale or other disposition of the Piggyback Registrable Securities owned covered by such sellerRegistration Statement;
7.4. Use (g) use its best reasonable and diligent efforts to register or qualify such the Piggyback Registrable Securities covered by such Registration Statement under such other the securities or blue sky laws of such jurisdictions as any Holder requests and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the disposition Lichtin Holders or, in such jurisdictions the case of an underwritten public offering, the Registrable Securities owned by such Holder (provided that the Corporation will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualifymanaging underwriter, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction)shall reasonably request;
7.5. Promptly notify each Holder of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such Holder, the Corporation will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
7.6. Use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or the inter-dealer quotation system on which Common Stock issued by the Corporation is then listed, if any;
7.7. Provide (h) provide a transfer agent and registrar registrar, which may be a single entity, for all such Piggyback Registrable Securities not later than the effective date of such registration statementthe Registration Statement;
7.8. Enter into such customary agreements (including underwriting agreements in customary formi) use its reasonable and take diligent efforts to cause all such other actions as Piggyback Registrable Securities to be listed on any securities exchange on which similar securities issued by the Holders of a majority Company are then listed;
(j) if the offering is underwritten, to furnish, at the request of the Registrable Securities being sold or the underwritersLichtin Holders, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, in the event that such securities are being sold through underwriters, furnishing on the date that such Piggyback Registrable Securities are delivered to such the underwriters for sale, sale pursuant to such registration: (i) an opinion dated such date of legal counsel and a letter from representing the Corporation's auditors, dated as Company for the purposes of such date, in form and substance as is customarily given to underwriters in an underwritten public offeringregistration, addressed to the underwriters, stating that such Registration Statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related Prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the SEC thereunder and that such counsel does not believe that any such Registration Statement, Prospectus, amendment or supplement contains a misstatement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as may reasonably be requested by counsel for the underwriters or by the Lichtin Holders or their counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Registration Statement or the Prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters may reasonably request;
7.9. Subject (k) after the Lichtin Holders have provided a Piggyback Registration Request to obtaining a confidentiality agreement in reasonably acceptable formthe Company, make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement each Lichtin Holder and any attorneycounsel, accountant accountants or other agent representatives retained by such Lichtin Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, Company and cause the Corporation's officers, directors, employees, independent accountants directors and attorneys employees of the Company to supply all such records, documents or information reasonably requested by any such Lichtin Holder, underwritercounsel, attorney, accountant accountants or agent representatives in connection with the Registration Statement; provided, however, that such registration statement;records, documents or information -------- ------- which the Company determines in good faith to be confidential and notifies such Lichtin Holder, counsel, accountants or representatives in writing that such records, documents or information are confidential shall not be disclosed by Lichtin Holders, counsel, accountants or representatives unless (i) such disclosure is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or governmental agency, or (ii) such records, documents or information become generally available to the public other than through a breach of this Agreement; and
7.10. Permit any (l) cooperate with each selling Lichtin Holder to facilitate the timely preparation and delivery of certificates representing Piggyback Registrable Securities which Holderto be sold and not bearing any Securities Act legend; and enable certificates for such Piggyback Registrable Securities to be issued for such numbers of shares as each Lichtin Holder may reasonably request at least two business days prior to any sale of Piggyback Registrable Securities. For purposes of paragraph (e) of this Section 5, the period of distribution of Piggyback Registrable Securities in its sole exclusive judgment, might a firm commitment underwritten public offering shall be deemed to be that period during which the underwriters in such offering require in an underwriting agreement in the form customarily used by such underwriters for comparable transactions that the Company keep a registration statement effective to permit each underwriter or a controlling person to complete the distribution of all securities purchased by it, and the period of distribution of Piggyback Registrable Securities in any other registration shall be deemed to extend until the earlier of the Corporationsale of all Piggyback Registrable Securities covered thereby or nine months after the effective date thereof. In connection with each registration hereunder, each selling Lichtin Holder will furnish to participate the Company in writing such information with respect to itself and the proposed distribution by its members as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws. Reasonable compliance with the obligation to furnish such information shall be a condition to the rights afforded each Lichtin Holder hereunder. In addition, each selling Lichtin Holder and any of its beneficial owners, officers, directors or affiliates, if any, (i) will comply with the provisions of Rule 10b-6 and 10b-7 under the Exchange Act as applicable to them in connection with sales of Piggyback Registrable Securities pursuant to the Registration Statement; (ii) will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Piggyback Registrable Securities pursuant to the Registration Statement; and (iii) will enter into such written agreements as the Company shall reasonably request to ensure compliance therewith. In connection with each registration pursuant to Section 3 hereof covering an underwritten public offering, the Company agrees to enter into a written agreement with the managing underwriter selected in the preparation manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature; provided that such registration or comparable statement and to require the insertion therein of material relating to agreement shall not -------- contain any such Holder, furnished provision applicable to the Corporation in writingCompany which is inconsistent with the provisions hereof; provided, which in further that the reasonable judgment of such Holder time and its counsel should be included; and
7.11. In the event place of the issuance of any stop order suspending closing -------- ------- under said agreement shall be as mutually agreed upon between the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in Company and such registration statement for sale in any jurisdiction, the Corporation will use its best efforts promptly to obtain the withdrawal of such ordermanaging underwriter.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Weeks Corp)
Piggyback Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Warrant, the Corporation will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Corporation will as expeditiously as possible:
7.1. Prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Corporation will furnish to the Holders of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed);
7.2. Prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Holders set forth in such registration statement;
7.3. Furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
7.4. Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Holder requests and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided that the Corporation will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
7.5. Promptly notify each Holder of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such Holder, the Corporation will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
7.6. Use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or the inter-dealer quotation system on which Common Stock issued by the Corporation is then listed, if any;
7.7. Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
7.8. Enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, in the event that such securities are being sold through underwriters, furnishing on the date that such Registrable Securities are delivered to such underwriters for sale, an opinion of legal counsel and a letter from the Corporation's auditors, dated as of such date, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to such underwriters;
7.9. Subject to obtaining a confidentiality agreement in reasonably acceptable form, make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation's officers, directors, employees, independent accountants and attorneys to supply all information requested by any such Holder, underwriter, attorney, accountant or agent in connection with such registration statement;
7.10. Permit any Holder of Registrable Securities which Holder, in its sole exclusive judgment, might be deemed to be an underwriter or a controlling person of the Corporation, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material relating to such Holder, furnished to the Corporation in writing, which in the reasonable judgment of such Holder and its counsel should be included; and
7.11. In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Corporation will use its best efforts promptly to obtain the withdrawal of such order.
Appears in 1 contract
Samples: Warrant Agreement (Commonwealth Biotechnologies Inc)
Piggyback Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Warrant, the Corporation will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance In connection with the intended method of disposition thereof, and pursuant thereto the Corporation will as expeditiously as possible:
7.1. Prepare and file with the Securities and Exchange Commission a Company’s registration statement obligations hereunder with respect to such Registrable Securities and use its best efforts a Registration Statement pursuant to cause such registration statement Section 6.2, the Company shall:
(a) Not less than three (3) Trading Days prior to become effective (provided that before the filing a registration statement or prospectus of each Registration Statement or any amendments related Prospectus or supplements any amendment or supplement thereto, the Corporation will (i) furnish to the Electing Holders of the Registrable Securities covered by such registration statement and their counsel copies of all such documents proposed to be filed);
7.2. Prepare , and file with (ii) cause the Company’s officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
(b) (i) Cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and Exchange as so supplemented or amended to be filed pursuant to Rule 424; (ii) as promptly as reasonably possible provide the Electing Holders and their counsel true and complete copies of all correspondence from and to the Commission such amendments relating to a Registration Statement; and supplements to such registration statement and the prospectus used (iii) comply in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by a Registration Statement during the offering.
(c) Notify the Electing Holders and their counsel as promptly as reasonably possible, and (if requested by any such registration statement during person) confirm such period notice in accordance with the intended methods writing no later than one (1) Trading Day thereafter, of disposition by the Holders set forth in such registration statement;
7.3. Furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition any of the Registrable Securities owned by such seller;
7.4. Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Holder requests and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided that the Corporation will not be required to following events: (i) qualify generally to do business in the Commission notifies the Company whether there will be a “review” of any jurisdiction where it would not otherwise be required to qualify, Registration Statement; (ii) subject itself the Commission comments in writing on any Registration Statement (in which case the Company shall deliver to taxation in any each Electing Holder a copy of such jurisdiction or comments and of all written responses thereto); (iii) consent any Registration Statement or any post-effective amendment is declared effective; (iv) the Commission or any other Governmental Authority requests any amendment or supplement to general service a Registration Statement or related Prospectus or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of process any Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such jurisdiction);
7.5. Promptly notify each Holder of such Registrable Securitiespurpose; or (vii) the financial statements included in any Piggy-Back Registration Statement become ineligible for inclusion therein or any statement made in any Piggy-Back Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or any revision to a Registration Statement, at any time when a prospectus relating thereto related Prospectus or other document is required to be delivered under the Securities Act, of the happening of so that it will not contain any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading.
(d) Furnish to each Electing Holder and its counsel, andwithout charge at least one (1) conformed copy of each Registration Statement and each amendment thereto, at including financial statements and schedules, and all exhibits to the request extent requested by such person (excluding those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.
(e) Promptly deliver to each Electing Holder and its counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to the Registration Statement and each amendment or supplement thereto as such persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Electing Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.
(f) Cooperate with the Electing Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement which certificates shall be free, to the extent permitted by this Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Electing Holders may request.
(g) Comply with all applicable rules and regulations of the Commission.
(h) Upon the occurrence of any such Holderevent described in Section 6.4(c)(vii), the Corporation will as promptly as reasonably possible, prepare a supplement or amendment amendment, including a post-effective amendment, to such prospectus a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered to the purchasers of delivered, neither such Registrable Securities, such prospectus Registration Statement nor its related Prospectus will not contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;
7.6. Use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or the inter-dealer quotation system on which Common Stock issued by the Corporation is then listed, if any;
7.7. Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
7.8. Enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, in the event that such securities are being sold through underwriters, furnishing on the date that such Registrable Securities are delivered to such underwriters for sale, an opinion of legal counsel and a letter from the Corporation's auditors, dated as of such date, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to such underwriters;
7.9. Subject to obtaining a confidentiality agreement in reasonably acceptable form, make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation's officers, directors, employees, independent accountants and attorneys to supply all information requested by any such Holder, underwriter, attorney, accountant or agent in connection with such registration statement;
7.10. Permit any Holder of Registrable Securities which Holder, in its sole exclusive judgment, might be deemed to be an underwriter or a controlling person of the Corporation, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material relating to such Holder, furnished to the Corporation in writing, which in the reasonable judgment of such Holder and its counsel should be included; and
7.11. In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Corporation will use its best efforts promptly to obtain the withdrawal of such order.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Paradigm Holdings, Inc)
Piggyback Registration Procedures. Whenever If and when the Holders Company shall be required by the provisions of this Section 2 to effect the registration of Registrable Securities have requested that any Registrable under the Securities be registered pursuant to this WarrantAct, the Corporation Company will use its best efforts to effect the such registration and to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Corporation will it will, as expeditiously as possible:
7.1. Prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that 1) before filing a registration statement Registration Statement or prospectus Prospectus or any amendments or supplements thereto, the Corporation will furnish to the Holders of the Registrable Securities covered by such registration statement Registration Statement and the underwriter(s), if any, copies of all such documents proposed to be filed), which documents will be made available, on a timely basis, for review by such Holders and underwriters;
7.2. Prepare (2) prepare and file with the Securities and Exchange Commission SEC such amendments and post-effective amendments to any Registration Statement, and such supplements to such registration statement and the prospectus used in connection therewith Prospectus, as may be reasonably requested by any Holder of Registrable Securities or the managing underwriter(s), if any, or as may be required by the Securities Act, the Exchange Act or by the rules, regulations or instructions applicable to the registration form utilized by the Company or as may otherwise be necessary to keep such registration statement Registration Statement effective for a period until the earlier of not less than 180 days such time as all of the Registrable Securities covered by such Registration Statement have been disposed of in accordance with the intended method of disposition set forth in such Registration Statement or Prospectus; and cause the Prospectus as so supplemented to be filed pursuant to Rule 424 (or any successor rule) under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such the applicable period in accordance with the intended methods of disposition by the Holders sellers thereof set forth in such registration statementRegistration Statement or Prospectus;
7.3. Furnish to each seller (3) promptly notify the selling Holders of Registrable Securities and the managing underwriter(s), if any, and if requested by any such number Person, confirm such advice in writing:
(a) of the filing of the Prospectus or any supplement to the Prospectus and of the effectiveness of the Registration Statement and/or any post-effective amendment,
(b) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information,
(c) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose,
(d) of the Company's becoming aware at any time that the representations and warranties of the Company contemplated by paragraph (xiv)(a) below have ceased to be true and correct,
(e) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose, and
(f) of the existence of any fact which, to the knowledge of the Company, results in the Registration Statement, the Prospectus or any document incorporated therein by reference containing an untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(4) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement or any qualification referred to in paragraph (iii)(e) at the earliest possible moment;
(5) if reasonably requested by the managing underwriter(s) or the Required Holders of Registrable Securities being sold in connection with an underwritten offering, immediately incorporate in a supplement to the Prospectus or post-effective amendment to the Registration Statement such information as the managing underwriter(s) or the Required Holders of the Registrable Securities being sold reasonably request to have included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the amount of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and any other terms of the underwritten (or best-efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such supplement to the Prospectus or post-effective amendment to the Registration Statement as soon as notified of the matters to be incorporated in such supplement to the Prospectus or post-effective amendment to the Registration Statement;
(6) at the request of any selling Holder of Registrable Securities, furnish to such selling Holder of Registrable Securities and each managing underwriter, if any, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(7) deliver to each selling Holder of Registrable Securities and the managing underwriter(s), if any, without charge, as many copies of such registration statementthe Registration Statement, each amendment and supplement thereto, the prospectus included in such registration statement Prospectus (including each preliminary prospectus) and any amendment or supplement thereto (in each case including all exhibits), as such Persons may reasonably request, together with all documents incorporated by reference in such Registration Statement or Prospectus, and such other documents as such selling Holder may reasonably request in order to facilitate the disposition of its Registrable Securities covered by such Registration Statement; the Company consents to the use of each Prospectus and any supplement thereto by each of the selling Holders of Registrable Securities and the managing underwriter(s), if any, in connection with the offering and sale of the Registrable Securities owned covered by such sellereach Prospectus or any supplement thereto;
7.4. Use its best efforts (8) prior to any public offering of Registrable Securities, register or qualify or reasonably cooperate with the selling Holders of Registrable Securities, the managing underwriter(s), if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under such other the securities or blue sky laws of such jurisdictions as any selling Holder requests or managing underwriter(s) reasonably request(s) and do any and all other acts and or things which may be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned covered by the Registration Statement;
(9) cooperate with the selling Holders of Registrable Securities and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any legends restricting the transfer thereof; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two Business Days prior to any sale of Registrable Securities to the underwriters;
(10) use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such Holder (provided that United States, state and local governmental agencies or authorities as may be necessary to enable the Corporation will not be required seller or sellers thereof or the underwriters, if any, to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
7.5. Promptly notify each Holder consummate the disposition of such Registrable Securities, 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 contains an untrue statement of a material fact or omits ;
(11) if any fact necessary contemplated by paragraph (iii)(b) or (iii)(f) above shall exist, promptly notify each Holder on whose behalf Registrable Securities have been registered and promptly prepare and furnish to make the statements therein not misleading, and, at the request of any such Holder, the Corporation will prepare Holders a supplement or post-effective amendment to such prospectus the Registration Statement or the related Prospectus or any document incorporated therein by reference and promptly file any other required document so that, as thereafter delivered to the purchasers of such the Registrable Securities, such prospectus neither the Registration Statement nor the Prospectus will 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;
7.6. Use its best efforts to (12) if requested by the Required Holders of the Registrable Securities or by the managing underwriter(s), if any, cause all such Registrable Securities covered by the Registration Statement to be (A) listed on each securities exchange on which securities of the same class are then listed or the (B) admitted for trading in any inter-dealer quotation system on which Common Stock issued by securities of the Corporation is same class are then listed, if anytraded;
7.7. Provide a transfer agent and registrar for all such Registrable Securities (13) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities covered by the Registration Statement and provide the applicable transfer agent with printed certificates for such registration statementRegistrable Securities which are in a form eligible for deposit with Depository Trust Company;
7.8. Enter (14) enter into such customary agreements (including underwriting agreements in customary formagreements) and take all such other reasonable actions as the Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities and in such connection, includingexcept as otherwise provided, without limitation, in whether or not an underwriting agreement is entered into and whether or not the event that registration is an underwritten registration:
(a) make such securities are being sold through underwriters, furnishing on representations and warranties to the date that Holders selling such Registrable Securities are delivered to such underwriters for sale, an opinion of legal counsel and a letter from the Corporation's auditors, dated as of such dateand, in form connection with any underwritten offering, to the underwriters, in form, substance and substance scope as is are customarily given made by issuers to underwriters in an similar underwritten public offerings;
(b) obtain opinions of counsel to the Company and updates thereof addressed to each selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in similar underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters, which counsel and opinions shall be reasonably satisfactory (in form, scope and substance) to the managing underwriters, if any, and the Required Holders of such Registrable Securities;
(c) in connection with any underwritten offering, obtain so-called "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the selling Holders of Registrable Securities and the underwriters, such underwritersletters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters to underwriters in connection with similar underwritten offerings;
7.9. Subject (d) if an underwriting agreement is entered into, cause the same to obtaining set forth in full the indemnification and contribution provisions and procedures of Section 6 (or such other substantially similar pro-visions and procedures as the underwriters shall reasonably request) with respect to all parties to be indemnified pursuant to said Section 6; and
(e) deliver such documents and certificates as may reasonably be requested by the Required Holders of the Registrable Securities being sold, or the managing underwriter(s), if any, to evidence compliance with this paragraph (xiv) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; the foregoing to be done upon each closing under any underwriting or similar agreement as and to the extent required thereunder and from time to time as may reasonably be requested by any selling Holder of Registrable Securities in connection with the disposition of Registrable Securities pursuant to such Registration Statement, all in a manner consistent with customary industry practice;
(15) upon execution and delivery of such confidentiality agreement in agreements as the Company may reasonably acceptable formrequest, make available for inspection by any seller to the Holders of the Registrable SecuritiesSecurities being sold, any underwriter participating in any disposition pursuant to such registration statement Registration Statement, and any attorney, attorney or accountant or other agent retained by such Holder Holders or underwriter, all financial and other records, pertinent corporate documents and properties of the CorporationCompany, and cause the CorporationCompany's officers, directors, employees, independent accountants directors and attorneys employees to supply all information reasonably requested by any such Holder, underwriter, attorney, attorney or accountant or agent in connection with the registration, at such registration statementtime or times as the Person requesting such information shall reasonably determine;
7.10. Permit any Holder of Registrable Securities which Holder, in its sole exclusive judgment, might be deemed to be an underwriter or a controlling person of the Corporation, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material relating to such Holder, furnished to the Corporation in writing, which in the reasonable judgment of such Holder and its counsel should be included; and
7.11. In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Corporation will (16) otherwise use its best efforts promptly to obtain comply with the withdrawal Securities Act, the Exchange Act, all applicable rules and regulations of the SEC and all applicable state blue sky and other securities laws, rules and regulations, and make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, as soon as practicable, but in no event later than thirty (30) days after the end of the 12 calendar month period commencing after the effective date of the Registration Statement;
(17) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD); and
(18) prior to the filing of any document which is being prepared for incorporation by reference into the Registration Statement or the Prospectus, upon receipt of such orderconfidentiality agreements as the Company may reasonably request, provide copies of such document to counsel to the selling Holders of Registrable Securities, and to the managing underwriter(s), if any, and make the Company's representatives available for discussion of such document. If requested in writing by the Company or the lead underwriter, if any, of any public offering effected pursuant to this Section 2, the Company and each Holder owning Registrable Securities exercisable for or evidencing at least 1% of outstanding Common Stock will execute and deliver an agreement undertaking not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any shares of Common Stock (other than as part of such underwritten public offering) within 7 days before or 120 days after the effective date of a registration statement filed pursuant to this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Creative Host Services Inc)
Piggyback Registration Procedures. Whenever If and whenever the Holders Company is --------------------------------- required to use its reasonable efforts to effect the registration of Registrable any of its securities under the Securities have requested that any Registrable Securities be registered pursuant to this WarrantAct, the Corporation will Company shall use its best reasonable efforts to effect the registration and the sale of such the Piggyback Registrable Securities in accordance with the intended method of disposition thereof; provided, and however, that the Company will not be under any obligation to ensure -------- ------- the registration of such Piggyback Registrable Securities is consummated if the Registration Statement pursuant thereto to which the Corporation will Piggyback Registrable Securities are being registered is canceled or withdrawn on behalf of the Company or those persons requesting such registration. In connection with the foregoing, the Company will, as expeditiously as possible:
7.1. Prepare (a) prior to the filing of the Registration Statement, furnish to NWI Group copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the approval of NWI Group only with respect to any statement in the Registration Statement which relates to NWI Group;
(b) notify NWI Group promptly and, if requested by NWI Group, confirm in writing, (i) when the Registration Statement and any post- effective amendments thereto have become effective, (ii) when any amendment or supplement to the Prospectus has been filed with the SEC, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or any part thereof or the initiation of any proceedings for that purpose, (iv) if the Company receives any notification with respect to the suspension of the qualification of the Piggyback Registrable Securities for offer or sale in any jurisdiction or the initiation of any proceeding for such purpose, and (v) of the happening of any event during the period the Registration Statement is effective as a result of which (A) such Registration Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) the Prospectus as then amended or supplemented contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(c) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement or any part thereof as promptly as possible;
(d) furnish to NWI Group after it has delivered a Piggyback Registration Request to the Company, without charge, at least one conformed copy of the Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);
(e) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Corporation will furnish to the Holders of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed);
7.2. Prepare and file with the Securities and Exchange Commission SEC such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a the period of not less than 180 days specified in paragraph (a) above and to comply with the provisions of the Securities Act with respect to the disposition of all securities Piggyback Registrable Securities covered by such registration statement during such period Registration Statement in accordance with the NWI Group's intended methods method of disposition by the Holders set forth in such registration statementRegistration Statement for such period;
7.3. Furnish (f) furnish to NWI Group and to each seller of Registrable Securities underwriter such number of copies of such registration statement, each amendment the Registration Statement and supplement thereto, the prospectus Prospectus included in such registration statement therein (including each preliminary prospectus) and such other documents documents, as such Holder persons may reasonably request in order to facilitate the public sale or other disposition of the Piggyback Registrable Securities owned covered by such sellerRegistration Statement;
7.4. Use (g) use its best reasonable efforts to register or qualify such the Piggyback Registrable Securities covered by such Registration Statement under such other the securities or blue sky laws of such jurisdictions as any Holder requests and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate NWI Group or, in the disposition in such jurisdictions case of an underwritten public offering, the Registrable Securities owned by such Holder (provided that the Corporation will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualifymanaging underwriter, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction)shall reasonably request;
7.5. Promptly notify each Holder of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such Holder, the Corporation will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
7.6. Use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or the inter-dealer quotation system on which Common Stock issued by the Corporation is then listed, if any;
7.7. Provide (h) provide a transfer agent and registrar registrar, which may be a single entity, for all such Piggyback Registrable Securities not later than the effective date of such registration statementthe Registration Statement;
7.8. Enter into such customary agreements (including underwriting agreements in customary formi) and take use its reasonable efforts to cause all such other actions as the Holders of a majority of the Piggyback Registrable Securities being sold or to be listed on any securities exchange on which similar securities issued by the underwritersCompany are then listed;
(j) if the offering is underwritten, if anyto furnish, reasonably at the request in order to expedite or facilitate the disposition of such Registrable SecuritiesNWI Group, including, without limitation, in the event that such securities are being sold through underwriters, furnishing on the date that such Piggyback Registrable Securities are delivered to such the underwriters for sale, sale pursuant to such registration: (i) an opinion dated such date of legal counsel and a letter from representing the Corporation's auditors, dated as Company for the purposes of such date, in form and substance as is customarily given to underwriters in an underwritten public offeringregistration, addressed to the underwriters, stating that such Registration Statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related Prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the SEC thereunder and that such counsel does not believe that any such Registration Statement, Prospectus, amendment or supplement contains a misstatement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as may reasonably be requested by counsel for the underwriters or by NWI Group or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters;, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Registration Statement or the Prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters may reasonably request; and
7.9. Subject to obtaining a confidentiality agreement in reasonably acceptable form, (k) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant NWI Group after it has provided a Piggyback Registration Request to such registration statement the Company and any attorneycounsel, accountant accountants or other agent representatives retained by such Holder or underwriter, NWI Group all financial and other records, pertinent corporate documents and properties of the Corporation, Company and cause the Corporation's officers, directors, employees, independent accountants directors and attorneys employees of the Company to supply all such records, documents or information reasonably requested by any such HolderNWI Group, underwritercounsel, attorney, accountant accountants or agent representatives in connection with the Registration Statement; provided, however, that such registration statement;
7.10records, documents or -------- ------- information which the Company determines in good faith to be confidential and notifies NWI Group, counsel, accountants or representatives in writing that such records, documents or information are confidential shall not be disclosed by NWI Group, counsel, accountants or representatives unless (i) such disclosure is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (ii) such records, documents or information become generally available to the public other than through a breach of this Agreement. Permit any Holder For purposes of paragraph (e) of this Section 4, the period of distribution of Piggyback Registrable Securities which Holder, in its sole exclusive judgment, might a firm commitment underwritten public offering shall be deemed to be that period during which the underwriters in such offering require in an underwriting agreement in the form customarily used by such underwriters for comparable transactions that the Company keep a registration statement effective to permit each underwriter or a controlling person to complete the distribution of all securities purchased by it, and the period of distribution of Piggyback Registrable Securities in any other registration shall be deemed to extend until the earlier of the Corporationsale of all Piggyback Registrable Securities covered thereby or nine months after the effective date thereof. In connection with each registration hereunder, NWI Group will furnish to participate the Company in writing such information with respect to itself and the proposed distribution by itself as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws. Reasonable compliance with the obligation to furnish such information shall be a condition to the rights afforded NWI Group hereunder. In addition, NWI Group and any of its partners, officers, directors or affiliates, if any, (i) will comply with the provisions of Rule 10b-6 and 10b-7 under the Exchange Act as applicable to them in connection with sales of Piggyback Registrable Securities pursuant to the Registration Statement; (ii) will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Piggyback Registrable Securities pursuant to the Registration Statement; and (iii) will enter into such written agreements as the Company shall reasonably request to ensure compliance therewith. In connection with each registration pursuant to Section 2 hereof covering an underwritten public offering, the Company agrees to enter into a written agreement with the managing underwriter selected in the preparation manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature; provided that such registration or comparable statement and to require the insertion therein of material relating to agreement shall not contain any such Holder, furnished provision -------- applicable to the Corporation in writingCompany which is inconsistent with the provisions hereof; provided, which in further that the reasonable judgment of such Holder time and its counsel should be included; and
7.11. In the event place of the issuance of any stop order suspending closing under said -------- ------- agreement shall be as mutually agreed upon between the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in Company and such registration statement for sale in any jurisdiction, the Corporation will use its best efforts promptly to obtain the withdrawal of such ordermanaging underwriter.
Appears in 1 contract
Piggyback Registration Procedures. Whenever If and when the Holders Company shall be required by the provisions of this Section 2 to effect the registration of Registrable Securities have requested that any Registrable under the Securities be registered pursuant to this WarrantAct, the Corporation Company will use its best efforts to effect the such registration and to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Corporation will it will, as expeditiously as possible:
7.1. Prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that i) before filing a registration statement Registration Statement or prospectus Prospectus or any amendments or supplements thereto, the Corporation will furnish to the Holders of the Registrable Securities covered by such registration statement Registration Statement and the underwriter(s), if any, copies of all such documents proposed to be filed), which documents will be made available, on a timely basis, for review by such Holders and underwriters;
7.2. Prepare (ii) prepare and file with the Securities and Exchange Commission SEC such amendments and post-effective amendments to any Registration Statement, and such supplements to such registration statement and the prospectus used in connection therewith Prospectus, as may be reasonably requested by any Holder of Registrable Securities or the managing underwriter(s), if any, or as may be required by the Securities Act, the Exchange Act or by the rules, regulations or instructions applicable to the registration form utilized by the Company or as may otherwise be necessary to keep such registration statement Registration Statement effective for a period until the earlier of not less than 180 days such time as all of the Registrable Securities covered by such Registration Statement have been disposed of in accordance with the intended method of disposition set forth in such Registration Statement or Prospectus; and cause the Prospectus as so supplemented to be filed pursuant to Rule 424 (or any successor rule) under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such the applicable period in accordance with the intended methods of disposition by the Holders sellers thereof set forth in such registration statementRegistration Statement or Prospectus;
7.3. Furnish to each seller (iii) promptly notify the selling Holders of Registrable Securities and the managing underwriter(s), if any, and if requested by any such number Person, confirm such advice in writing:
(a) of the filing of the Prospectus or any supplement to the Prospectus and of the effectiveness of the Registration Statement and/or any post-effective amendment,
(b) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information,
(c) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose,
(d) of the Company's becoming aware at any time that the representations and warranties of the Company contemplated by paragraph (xiv)(a) below have ceased to be true and correct,
(e) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose, and
(f) of the existence of any fact which, to the knowledge of the Company, results in the Registration Statement, the Prospectus or any document incorporated therein by reference containing an untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(iv) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement or any qualification referred to in paragraph (iii)(e) at the earliest possible moment;
(v) if reasonably requested by the managing underwriter(s) or the Required Holders of Registrable Securities being sold in connection with an underwritten offering, immediately incorporate in a supplement to the Prospectus or post-effective amendment to the Registration Statement such information as the managing underwriter(s) or the Required Holders of the Registrable Securities being sold reasonably request to have included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the amount of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and any other terms of the underwritten (or best-efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such supplement to the Prospectus or post-effective amendment to the Registration Statement as soon as notified of the matters to be incorporated in such supplement to the Prospectus or post-effective amendment to the Registration Statement;
(vi) at the request of any selling Holder of Registrable Securities, furnish to such selling Holder of Registrable Securities and each managing underwriter, if any, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(vii) deliver to each selling Holder of Registrable Securities and the managing underwriter(s), if any, without charge, as many copies of such registration statementthe Registration Statement, each amendment and supplement thereto, the prospectus included in such registration statement Prospectus (including each preliminary prospectus) and any amendment or supplement thereto (in each case including all exhibits), as such Persons may reasonably request, together with all documents incorporated by reference in such Registration Statement or Prospectus, and such other documents as such selling Holder may reasonably request in order to facilitate the disposition of its Registrable Securities covered by such Registration Statement; the Company consents to the use of each Prospectus and any supplement thereto by each of the selling Holders of Registrable Securities and the managing underwriter(s), if any, in connection with the offering and sale of the Registrable Securities owned covered by such sellereach Prospectus or any supplement thereto;
7.4. Use its best efforts (viii) prior to any public offering of Registrable Securities, register or qualify or reasonably cooperate with the selling Holders of Registrable Securities, the managing underwriter(s), if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under such other the securities or blue sky laws of such jurisdictions as any selling Holder requests or managing underwriter(s) reasonably request(s) and do any and all other acts and or things which may be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned covered by the Registration Statement;
(ix) cooperate with the selling Holders of Registrable Securities and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any legends restricting the transfer thereof; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two Business Days prior to any sale of Registrable Securities to the underwriters;
(x) use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such Holder (provided that United States, state and local governmental agencies or authorities as may be necessary to enable the Corporation will not be required seller or sellers thereof or the underwriters, if any, to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
7.5. Promptly notify each Holder consummate the disposition of such Registrable Securities, 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 contains an untrue statement of a material fact or omits ;
(xi) if any fact necessary contemplated by paragraph (iii)(b) or (iii)(f) above shall exist, promptly notify each Holder on whose behalf Registrable Securities have been registered and promptly prepare and furnish to make the statements therein not misleading, and, at the request of any such Holder, the Corporation will prepare Holders a supplement or post-effective amendment to such prospectus the Registration Statement or the related Prospectus or any document incorporated therein by reference and promptly file any other required document so that, as thereafter delivered to the purchasers of such the Registrable Securities, such prospectus neither the Registration Statement nor the Prospectus will 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;
7.6. Use its best efforts to (xii) if requested by the Required Holders of the Registrable Securities or by the managing underwriter(s), if any, cause all such Registrable Securities covered by the Registration Statement to be (A) listed on each securities exchange on which securities of the same class are then listed or the (B) admitted for trading in any inter-dealer quotation system on which Common Stock issued by securities of the Corporation is same class are then listed, if anytraded;
7.7. Provide a transfer agent and registrar for all such Registrable Securities (xiii) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities covered by the Registration Statement and provide the applicable transfer agent with printed certificates for such registration statementRegistrable Securities which are in a form eligible for deposit with Depository Trust Company;
7.8. Enter (xiv) enter into such customary agreements (including underwriting agreements in customary formagreements) and take all such other reasonable actions as the Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities and in such connection, includingexcept as otherwise provided, without limitation, in whether or not an underwriting agreement is entered into and whether or not the event that registration is an underwritten registration:
(a) make such securities are being sold through underwriters, furnishing on representations and warranties to the date that Holders selling such Registrable Securities are delivered to such underwriters for sale, an opinion of legal counsel and a letter from the Corporation's auditors, dated as of such dateand, in form connection with any underwritten offering, to the underwriters, in form, substance and substance scope as is are customarily given made by issuers to underwriters in an similar underwritten public offerings;
(b) obtain opinions of counsel to the Company and updates thereof addressed to each selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in similar underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters, which counsel and opinions shall be reasonably satisfactory (in form, scope and substance) to the managing underwriters, if any, and the Required Holders of such Registrable Securities;
(c) in connection with any underwritten offering, obtain so-called "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the selling Holders of Registrable Securities and the underwriters, such underwritersletters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters to underwriters in connection with similar underwritten offerings;
7.9. Subject (d) if an underwriting agreement is entered into, cause the same to obtaining set forth in full the indemnification and contribution provisions and procedures of Section 6 (or such other substantially similar provisions and procedures as the underwriters shall reasonably request) with respect to all parties to be indemnified pursuant to said Section 6; and
(e) deliver such documents and certificates as may reasonably be requested by the Required Holders of the Registrable Securities being sold, or the managing underwriter(s), if any, to evidence compliance with this paragraph (xiv) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; the foregoing to be done upon each closing under any underwriting or similar agreement as and to the extent required thereunder and from time to time as may reasonably be requested by any selling Holder of Registrable Securities in connection with the disposition of Registrable Securities pursuant to such Registration Statement, all in a manner consistent with customary industry practice;
(xv) upon execution and delivery of such confidentiality agreement in agreements as the Company may reasonably acceptable formrequest, make available for inspection by any seller to the Holders of the Registrable SecuritiesSecurities being sold, any underwriter participating in any disposition pursuant to such registration statement Registration Statement, and any attorney, attorney or accountant or other agent retained by such Holder Holders or underwriter, all financial and other records, pertinent corporate documents and properties of the CorporationCompany, and cause the CorporationCompany's officers, directors, employees, independent accountants directors and attorneys employees to supply all information reasonably requested by any such Holder, underwriter, attorney, attorney or accountant or agent in connection with the registration, at such registration statementtime or times as the Person requesting such information shall reasonably determine;
7.10. Permit any Holder of Registrable Securities which Holder, in its sole exclusive judgment, might be deemed to be an underwriter or a controlling person of the Corporation, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material relating to such Holder, furnished to the Corporation in writing, which in the reasonable judgment of such Holder and its counsel should be included; and
7.11. In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Corporation will (xvi) otherwise use its best efforts promptly to obtain comply with the withdrawal Securities Act, the Exchange Act, all applicable rules and regulations of the SEC and all applicable state blue sky and other securities laws, rules and regulations, and make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, as soon as practicable, but in no event later than thirty (30) days after the end of the 12 calendar month period commencing after the effective date of the Registration Statement;
(xvii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD); and
(xviii) prior to the filing of any document which is being prepared for incorporation by reference into the Registration Statement or the Prospectus, upon receipt of such orderconfidentiality agreements as the Company may reasonably request, provide copies of such document to counsel to the selling Holders of Registrable Securities, and to the managing underwriter(s), if any, and make the Company's representatives available for discussion of such document. If requested in writing by the Company or the lead underwriter, if any, of any public offering effected pursuant to this Section 2, the Company and each Holder owning Registrable Securities exercisable for or evidencing at least 1% of outstanding Common Stock will execute and deliver an agreement undertaking not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any shares of Common Stock (other than as part of such underwritten public offering) within 7 days before or 120 days after the effective date of a registration statement filed pursuant to this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Internationale Nederlanden Capital Corp)
Piggyback Registration Procedures. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Warrant, the Corporation will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Corporation will as expeditiously as possible:
7.1. Prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Corporation will furnish to the Holders of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed);
7.2. Prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Holders set forth in such registration statement;
7.3. Furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
7.4. Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Holder requests and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided that the Corporation will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
7.5. Promptly notify each Holder of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such Holder, the Corporation will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
7.6. Use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or the inter-dealer quotation system on which Common Stock issued by the Corporation is then listed, if any;
7.7. Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
7.8. Enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, in the event that such securities are being sold through underwriters, furnishing on the date that such Registrable Securities are delivered to such underwriters for sale, an opinion of legal counsel and a letter from the Corporation's ’s auditors, dated as of such date, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to such underwriters;
7.9. Subject to obtaining a confidentiality agreement in reasonably acceptable form, make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation's ’s officers, directors, employees, independent accountants and attorneys to supply all information requested by any such Holder, underwriter, attorney, accountant or agent in connection with such registration statement;
7.10. Permit any Holder of Registrable Securities which Holder, in its sole exclusive judgment, might be deemed to be an underwriter or a controlling person of the Corporation, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material relating to such Holder, furnished to the Corporation in writing, which in the reasonable judgment of such Holder and its counsel should be included; and
7.11. In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Corporation will use its best efforts promptly to obtain the withdrawal of such order.
Appears in 1 contract
Samples: Warrant Agreement (Commonwealth Biotechnologies Inc)
