Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable: (a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof; (b) prepare and file with the 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 until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statement; (c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares; (d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes; (e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and (g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 13 contracts
Sources: License Agreement (Radius Health, Inc.), Stockholders’ Agreement (Radius Health, Inc.), Stockholders’ Agreement (Radius Health, Inc.)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.4 and/or 3.5 and/or 3.6 to use its best efforts to effect the registration of any Registrable SharesSecurities, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof;
(b) prepare and file with the 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 until the earlier of (i) the sale of all Registrable Shares Securities covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statement;
(c) furnish to each holder whose Registrable Shares Securities are being registered pursuant to this Section 3 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(d) use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares Securities are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares Securities are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares Securities that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares Securities and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable SharesSecurities; and
(g) furnish, at the request of any holder whose Registrable Shares Securities are being registered pursuant to this Section 3registered, on the date that such Registrable Shares Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 Agreement if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 8 contracts
Sources: Stockholders' Agreement, Stockholders’ Agreement (Radius Health, Inc.), Stockholders’ Agreement (Radius Health, Inc.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 9 to use its best efforts to effect the registration Registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof;
(b) prepare and file with the 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 until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect furnish to the sale or other disposition of all Registrable Shares covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Holder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(db) use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 the Holder shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder the Holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; provided, however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(ec) at any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within notify the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Holder of the happening of any event as a result of which the prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderHolder, prepare, file and furnish to such holder Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 5 contracts
Sources: Common Stock Purchase Warrant (Colorocs Information Technologies Inc), Warrant Agreement (Colorocs Information Technologies Inc), Common Stock Purchase Warrant (Colorocs Information Technologies Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission use its commercially reasonable efforts to cause a registration statement with respect to that registers such securities and use its best efforts to cause such registration statement Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of one year or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least ten business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the holders of Registrable Shares requesting such registration (the “Investors’ Counsel”), copies of all such documents proposed to be filed (it being understood that such ten-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investors’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 one year or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify in writing the Investors’ Counsel of the receipt by the Company of any notification with respect to (i) any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its commercially reasonable efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the holders of Registrable Shares reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investors to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Investors; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e);
(f) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Investors such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Investors may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) without limiting subsection (e) above, use its best commercially reasonable efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable the Investors holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the Investors holding such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of or any event as a result of which the prospectus included in such registration, as then in effect, document related thereto includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file the Investors prepare and furnish to such holder Investors a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if make available upon reasonable notice and during normal business hours, for inspection by the Corporation Investors holding such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Investors or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court or governmental agency or authority of competent jurisdiction, (iii) such Information has delivered preliminary or final prospectuses been made generally available to the holders public through no breach of the nondisclosure obligations of the Inspectors or their Affiliates or (iv) such disclosure is required to be made under applicable law;
(j) use its commercially reasonable efforts to obtain from its independent certified public accountants “cold comfort” letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) use its commercially reasonable efforts to obtain from its counsel an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(m) promptly issue to any underwriter to which the Investors holding such Registrable Shares that are being registered pursuant to this Section 3 and after having done so may sell shares in such offering certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange (including the prospectus is amended New York Stock Exchange, the Nasdaq Stock Market or the American Stock Exchange) or a Major Canadian Exchange;
(o) otherwise use its commercially reasonable efforts to comply with the requirements all applicable rules and regulations of the Securities ActCommission and make available to its securityholders, as soon as reasonably practicable, earnings statements covering a period of 12 months beginning within three months after the Corporation shall promptly notify effective date of the subject registration statement; and
(p) otherwise use its commercially reasonable efforts to take all other steps necessary to effect the registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporationcontemplated hereby. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Company of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(h) hereof, and, if so directed by the Company, such holder shall deliver to the underwriters for sale Company all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder’s possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 5 contracts
Sources: Registration Rights Agreement (Aviv REIT, Inc.), Registration Rights Agreement (Aviv REIT, Inc.), Registration Rights Agreement (Aviv REIT, Inc.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 6(c) to use its best efforts to effect the registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission SEC a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereofeffective;
(b) prepare and file with the Commission SEC such amendments and supplements to such registration statement statements and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) for at least nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 seller such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(d) use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 such seller shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; request (provided, however, that the Corporation Company shall not be required to consent to general service of process for all purposes or qualify to do business in any jurisdiction where it is not then subject qualified) and do any and all other acts or things which may be reasonably necessary or advisable to process, qualify enable such seller to do business as a foreign corporation where it would not be otherwise required to qualify consummate the public sale or submit to liability for state or local taxes where it is not otherwise liable for other disposition in such taxes;jurisdictions of such securities; and
(e) notify each seller of Registerable Securities covered by such registration statement at any time when a prospectus relating thereto covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (b) hereofof this ss.8.3, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing andexisting, and at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such sharessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 5 contracts
Sources: Subscription Agreement (Omega Orthodontics Inc), Subscription Agreement (Omega Orthodontics Inc), Subscription Agreement (Omega Orthodontics Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 1 to use its best efforts to effect the registration Registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become and remain effective in accordance with Section 3.7(b1.4(b) hereof, keeping each Selling Shareholder advised as to the initiation, progress and completion of the Registration;
(b) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) for nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Shareholder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(d) use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; provided, however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;; and
(e) at any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b1.4(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder of the happening of any event as a result of which the prospectus included in such registrationRegistration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers Shareholders of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 4 contracts
Sources: Registration Rights Agreement (Nutritional High International Inc), Registration Rights Agreement (Nutritional High International Inc), Registration Rights Agreement (Neogenomics Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its reasonable best efforts to effect the registration of an offering and sale of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause a Registration Statement that registers such registration statement offering of Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 120 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five (5) Business Days before filing a Registration Statement that registers such Registrable Shares, a draft Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel (the “Stockholders’ Counsel”) selected by the Registrable Holders that own a majority of the Registrable Shares to be included in such Registration Statement, copies of all such documents proposed to be filed (it being understood that such five (5) Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and shall reflect in each such document, when so filed with the Commission, such comments as the Stockholders whose Registrable Shares are to be covered by such Registration Statement may reasonably propose;
(c) prepare and file with the Commission 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 period of at least 120 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the offering and sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify the Stockholders’ Counsel promptly in writing of (i) any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto; (ii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose; and (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its reasonable best efforts to register or qualify such Registrable Shares under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things that may reasonably be necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 5.5(e);
(f) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public offering and sale or other disposition of such Registrable Shares;
(dg) use its reasonable best efforts to register or qualify the cause such offering and sale of Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) promptly notify on a timely basis each seller of such Registrable Shares at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the Corporation “Inspectors”), all pertinent financial, business and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall reasonably be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement (and any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement; (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by law; (iii) such Information has delivered preliminary or final prospectuses been made generally available to the holders public; or (iv) the seller of Registrable Shares agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(j) use its reasonable best efforts to obtain from its independent certified public accountants a “cold comfort” letter in customary form and covering such matters of the type customarily covered by cold comfort letters;
(k) use its reasonable best efforts to obtain, from its counsel, an opinion or opinions in customary form and covering such matters of the type customarily covered by such opinions (which shall also be addressed to the Stockholders selling Registrable Shares in such registration);
(l) provide and maintain a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(m) issue to any underwriter to which any seller of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are being registered pursuant listed or, if the Common Stock is not listed on a national securities exchange, take all reasonable action required to this Section 3 and after having done so qualify such Registrable Shares for quotation on the prospectus is amended to NASDAQ OTC Bulletin Board Service;
(o) otherwise comply with all applicable rules and regulations of the requirements Commission, and make available to its security holders, as soon as reasonably practicable but not later than eighteen (18) months after the effective date, earnings statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities ActAct and Rule 158 thereunder;
(p) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers lifting of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt any suspension or exemption from qualification of the revised prospectuses, such holders shall be free to resume making offers any of the Registrable SharesShares for sale in any jurisdiction as soon as is practicable;
(q) use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby; and
(gr) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, cause officers or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, key employees of the counsel representing Company, as applicable, to participate in any “road show” or “road shows” reasonably requested by the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestmanaging underwriter.
Appears in 4 contracts
Sources: Stockholders’ Agreement (Pliant Corp), Stockholders’ Agreement (Pliant Corp), Stockholders’ Agreement (Pliant Corp)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 Section 1.2 to use its best efforts to effect include the registration Registration of any Registrable SharesUnits, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Units and use its best efforts to cause such registration statement Registration Statement to become and remain effective in accordance with Section 3.7(b1.3(b) hereof, keeping each Selling Unitholder advised as to the initiation, progress and completion of the Registration;
(b) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) for nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Units covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Selling Unitholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Unitholder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesUnits;
(d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b2.3 (b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Unitholder of the happening of any event as a result of which the prospectus included in such registrationRegistration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at if prepared by the request of such holderCompany, prepare, file and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Royal Energy Resources, Inc.), Securities Purchase Agreement (Rhino Resource Partners LP), Registration Rights Agreement (Rhino Resource Partners LP)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions provision of Sections 3.5 and/or 3.6 this Article 3 to use its commercially reasonable best efforts to effect the registration of any Registrable Restricted Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof;
(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus (which, as used here and elsewhere herein, shall include a free-writing prospectus to the extent applicable) used in connection therewith as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Restricted Shares covered thereby or (ii) nine months from (or two years in the date such case of a shelf registration statement first becomes effectiveon Form S-3), and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Restricted Shares covered by such registration statement;
(c) furnish to each holder whose Registrable Restricted Shares are being registered pursuant to this Section Article 3 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Restricted Shares;
(d) use its best efforts to register or qualify the Registrable Restricted Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Restricted Shares are being registered pursuant to this Section Article 3 shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Restricted Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Restricted Shares are being registered pursuant to this Section Article 3 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, promptly prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Restricted Shares that are being registered pursuant to this Section Article 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Restricted Shares and return all prospectuses to the CorporationCorporation (other than permanent file copies). The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Restricted Shares; and;
(g) furnish, at the request of any holder whose Registrable Restricted Shares are being registered pursuant to this Section Article 3, on the date that such Registrable Restricted Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 Article 3, if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any;
(h) use reasonable best efforts to cause all Restricted Shares covered by such registration to be listed on each securities exchange or inter-dealer quotation system on which similar securities issued by the Corporation are then listed;
(i) provide a transfer agent and registrar for all Restricted Shares covered by such registration and a CUSIP number for all such Restricted Shares, in each case not later than the effective date of such registration;
(j) in the event of any underwritten public offering, cooperate with, and cause the Corporation’s senior management to cooperate with, the selling stockholders, the underwriters participating in the offering and their counsel in any due diligence investigation reasonably requested by the selling stockholders or the underwriter, and participate, and cause the Corporation’s senior management to participate, to the holder or holders making such requestextent reasonably requested by the managing underwriter for the selling stockholders, in efforts to sell the Restricted Shares under the offering (including, without limitation, participating in “roadshow” meetings with prospective investors) that would be customary for underwritten primary offerings of a comparable amount of equity securities by the Corporation;
(k) otherwise comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than 18 months, beginning with the first month after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and
(l) in connection with any underwritten registration demanded pursuant to Section 3.4 above, enter into, and perform its obligations under, an underwriting agreement reasonably satisfactory to the participating stockholders and the Corporation containing customary underwriting provisions, including indemnification and contribution provisions.
Appears in 3 contracts
Sources: Stockholders Agreement, Stockholders Agreement (Globeimmune Inc), Stockholders Agreement (Globeimmune Inc)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation shall, shall as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities Registrable Shares and use its best efforts to cause such registration statement to become effective and, upon the request of the holders of a majority of the Registrable Shares being registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or until the distribution contemplated in the registration statement has been completed; PROVIDED, HOWEVER, that (i) such 120-day period shall be extended for a period of time equal to the period the holders of Registrable Shares refrain from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and remain (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Shares are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis; AND PROVIDED further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit (in accordance with lieu of filing a post-effective amendment which (I) includes any prospectus required by Section 3.7(b10(a)(3) hereof;of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement) the incorporation by reference, in the registration statement, of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act.
(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares securities covered by such registration statement;.
(c) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the Investor (the "Investor's Counsel"), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investor's Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(d) notify in writing the Investor's Counsel promptly (i) of the receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Investor reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investor to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Investor; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e) or to provide any material undertaking or make any changes in its By-laws or Certificate of Incorporation which the Board of Directors determines to be contrary to the best interests of the Corporation or to modify any of its contractual relationships then existing;
(f) furnish to each holder whose the Investor holding such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Investor may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) without limiting subsection (e) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable the Investor holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the Investor holding such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 3, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderthe Investor, prepare, file prepare and furnish to such holder Investor a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if subject to the execution of confidentiality agreements in form and substance satisfactory to the Corporation, make available upon reasonable notice and during normal business hours, for inspection by the Investor holding such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Investor or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Corporation determines in good faith to be confidential and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or an omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has delivered preliminary or final prospectuses been made generally available to the holders public; the Investor agrees that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters addressed to the Corporation and any selling shareholders in customary form and at customary times and covering matters of the type customarily covered by cold comfort benefits;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form addressed to the Corporation and any selling shareholders;
(l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each holder of Registrable Shares that are being registered pursuant participating in such underwriting shall also enter into and perform its obligations under such an agreement;
(m) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration;
(n) issue to this Section 3 and after having done so any underwriter to which the prospectus is amended Investor holding such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(o) use its best efforts to qualify such Registrable Shares for trading on the OTC Bulletin Board;
(p) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11 (a) of the Securities Act; and
(q) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the Corporation shall promptly notify registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers contemplated hereby.
(r) Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Corporation of any event of the kind described to Section 3(h) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(h) hereof, and, if so directed by the Corporation, such holder shall deliver to the underwriters for sale Corporation all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 3 contracts
Sources: Registration Rights Agreement (Global Resource CORP), Registration Rights Agreement (Global Resource CORP), Registration Rights Agreement (Global Resource CORP)
Preparation and Filing. If and whenever the Corporation Company is under an ---------------------- obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 2 to use its best efforts to effect the registration Registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become and remain effective in accordance with Section 3.7(b2.4(b) hereof, keeping each Selling Shareholder advised as to the initiation, progress and completion of the Registration;
(b) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) for nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Shareholder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(d) use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; provided, --------- however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to ------- process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;; and
(e) at any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b2.3(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder of the happening of any event as a result of which the prospectus included in such registrationRegistration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 3 contracts
Sources: Registration Rights Agreement (Accent Color Sciences Inc), Registration Rights Agreement (Accent Color Sciences Inc), Registration Rights Agreement (Accent Color Sciences Inc)
Preparation and Filing. (a) If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best commercially reasonable efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission SEC a registration statement with respect to Registration Statement that registers such securities Registrable Shares and use its best commercially reasonable efforts to cause such registration statement Registration Statement (or any post-effective amendment thereto) to become effective as promptly as practicable, and remain effective for a period of 120 days or until the distribution contemplated in accordance such Registration Statement of all of such Registrable Shares have been completed (if earlier); provided, however, that: such 120 day period shall be extended for a period of time equal to the period a Shareholder refrains, at the request of an underwriter of the Company, from selling any securities included in such registration; provided, further, in the case of any registration of Registrable Shares on Form F-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with Section 3.7(b) hereofapplicable SEC rules, such registration statement shall be kept effective until all such Registrable Shares are sold;
(bii) furnish, in reasonable advance of any public filing, drafts of a Registration Statement that registers Registrable Shares, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by a Majority of Shareholders (the “Shareholders’ Counsel”) copies of all such documents proposed to be filed, and consider in good faith any comments of any Shareholder selling Registrable Shares and their respective counsel on such documents;
(iii) prepare and file with the 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 until for the earlier lesser of the period required pursuant to clause (i) of this subsection (a) or until all of the sale of all Registrable Shares covered thereby or have been disposed of (iiif earlier) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(civ) notify the Shareholders’ Counsel promptly in writing (A) of any comments by the SEC with respect to such Registration Statement or Prospectus, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (B) of the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto and the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its commercially reasonable efforts to register or qualify, or obtain exemption from the registration or qualification requirements for, Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of the Registrable Shares reasonably requests and take any and all other measures and do all other things which may be reasonably necessary or advisable to enable such seller of the Registrable Shares to consummate the disposition thereof in such jurisdictions; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this clause (v);
(vi) use its commercially reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction and, if such an order or suspension is issued, use its commercially reasonable best efforts to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Shareholders of the issuance of any such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose;
(vii) furnish without charge to each holder whose seller of the Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of the Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such the Registrable Shares;
(dviii) use its best efforts prepare, file and/or make available to register the public and/or Shareholders any documents that comply with all relevant applicable regulations and that do not have any material omissions or qualify misstatements.
(ix) notify on a timely basis each seller of the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and Prospectus relating thereto to the Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (i) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 subsection (a) of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing andexisting, at the request of such holder, prepare, promptly prepare and file and furnish a supplement or amendment to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such sharessupplemented or amended, such prospectus Prospectus shall not cease to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingin which they were made;
(fx) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers make available for inspection by any seller of the Registrable Shares; and, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other representative retained by any such seller or underwriter, all pertinent financial, business and other records and documents as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or other representative in connection with such Registration Statement;
(gxi) furnish, at use its commercially reasonable efforts to obtain from its independent certified public accountants a “comfort” letter in customary form and covering such matters of the request type customarily covered by comfort letters;
(xii) use its commercially reasonable efforts to provide (A) a legal opinion of any holder whose the Company’s outside counsel dated the effective date of such registration statement addressed to the Company and to each Shareholder selling Registrable Shares are addressing the validity of the Registrable Shares being registered pursuant to this Section 3offered thereby, (B) on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 sale, if such securities Registrable Shares are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective or, if such securities Registrable Shares are not being sold through underwriters, on the closing date of the applicable sale, (i1) an opinionone or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the counsel representing Holders assisting in the Corporation for sale of the purposes Registrable Shares and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such registrationdate, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Shareholders assisting in the sale of the Registrable Shares, in each case, addressed to the underwriters, if any, and or, if requested, in the case of a non-underwritten offering, to the holder broker, placement agent or holders making other agent of the Shareholders assisting in the sale of the Registrable Shares and (C) customary certificates executed by authorized officers of the Company as may be requested by any Shareholder or any underwriter of such requestRegistrable Shares;
(xiii) obtain the approval of all Governmental Authorities and self-regulatory bodies as may be necessary to effect the registration of the Registrable Shares and consummate the disposition of such Registrable Shares pursuant to the Registration Statement;
(xiv) provide a transfer agent and registrar for all Registrable Shares registered pursuant to this Agreement and request the registrar to provide a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration;
(xv) list the Registrable Shares on any United States national securities exchange on which any Shares are listed;
(xvi) notify each Shareholder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;
(xvii) after such Registration Statement becomes effective, notify each Shareholder of any request by the SEC that the Company amend or supplement such registration statement or Prospectus;
(xviii) other than with respect to a Block Trade pursuant to a Block Trade Notice delivered by the Itaú Shareholders in accordance with Section 3(c), make available one or more senior executives for participation in roadshows and other marketing activities in connection with any Underwritten Offering as the Company and the underwriters for such offering may reasonably agree, but in any event subject to the limitation that such officer’s or officers’ participation shall not negatively interfere with the Company’s normal course of business; and
(xix) otherwise use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Shares contemplated hereby.
(b) If and whenever any of the Itaú Shareholders wishes to engage in a Block Trade, (i) all costs related to performing the Block Trade will be paid for exclusively by the applicable Itaú Shareholders (or by Itaú Shareholders and G.A, if G.A. has elected to exercise its rights under Section 3(c)(ii) above, pro rata based on the number of Registrable Securities sold by each of the Itaú Shareholders and G.A. in the Block Trade), according to Section 7 below; and (ii) the Company and G.A. (to the extent it participates in the Block Trade) shall as expeditiously as possible, use their commercially reasonable efforts to facilitate such Block Trade in accordance with market practice, including but not limited to providing any necessary information and disclosures, including in connection with a letter dated registration statement or prospectus that may be necessary for the execution of the Block Trade, provided, however, that the Company’s management will not participate in any roadshow efforts in connection with the Block Trade and that Itaú Shareholders will use their commercially reasonable efforts to assist the Company in the execution of the offering.
(c) Each holder of Registrable Shares that sells Registrable Shares pursuant to a registration under this Agreement agrees that during such datetime as such seller may be engaged in a distribution of the Registrable Shares, such seller shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things: (i) distribute the Registrable Shares under the Registration Statement solely in the manner described in the Registration Statement covering such Registrable Shares; and (ii) cease distribution of the Registrable Shares pursuant to such Registration Statement upon receipt of written notice from the independent certified public accountants Company that the Prospectus covering the Registrable Shares contains any untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requeststatements therein not misleading.
Appears in 3 contracts
Sources: Agreement on Registration Rights and Other Resales (XP Inc.), Registration Rights Agreement (XP Control LLC), Registration Rights Agreement (Itausa S.A.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Restricted Shares, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause a Registration Statement that registers such registration statement Restricted Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 90 days or until all of such Restricted Shares have been Transferred (if earlier);
(bii) furnish, at least five Business Days before filing a Registration Statement that registers such Restricted Shares, any Preliminary Prospectus and the Prospectus relating thereto or any amendments or supplements relating to such a Registration Statement or such prospectuses, to one counsel acting on behalf of all selling Stockholders selected by Apollo (the “Sellers’ Counsel”), copies of all such documents proposed to be filed (it being understood that such five Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as the Stockholders whose Restricted Shares are to be covered by such Registration Statement may reasonably propose;
(iii) prepare and file with the Commission 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 at least a period of 90 days or until the earlier all of such Restricted Shares have been Transferred (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition Transfer of all Registrable Shares covered by such registration statementRestricted Shares;
(civ) promptly notify the Sellers’ Counsel in writing (A) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement, Preliminary Prospectus, Prospectus or Issuer Free Writing Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Restricted Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its best efforts to register or qualify such Restricted Shares under such other securities or blue sky laws of such jurisdictions as any selling Stockholder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the holders of such Restricted Shares to consummate the Transfer in such jurisdictions.
(vi) without limiting subsection (v) above, use its best efforts to cause such Restricted Shares to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Restricted Shares to consummate the Transfer of such Restricted Shares;
(vii) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 selling Stockholder and the underwriters, if any, such number of copies of such Registration Statement, any summary prospectus amendments thereto, any exhibits thereto or other prospectusdocuments incorporated by reference therein (but only to the extent not publicly available on ▇▇▇▇▇ or the Company’s website), including a preliminary prospectusany Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus (each in conformity with the requirements of the Securities Act), and such other documents as such holder selling Stockholder or underwriters may reasonably request in order to facilitate the public offering and sale or other disposition Transfer of such Registrable Restricted Shares;
(dviii) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify in writing on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) selling Stockholder at any time when a prospectus covered by such registration statement and relating thereto the Prospectus is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofAct, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderStockholder, prepare, file prepare and furnish to such holder Stockholder a reasonable number of copies reasonably requested by such Stockholder of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such sharesRestricted Shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) prevent the issuance of an Order suspending the effectiveness of a Registration Statement, and if one is issued, use its best efforts to obtain the Corporation has delivered preliminary or final prospectuses withdrawal of any Order suspending the effectiveness of a Registration Statement as soon as possible;
(x) retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed pursuant to the holders Rules and Regulations; and if at any time after the date hereof any event shall have occurred as a result of Registrable Shares which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit 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, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus effect compliance with the Securities Act and the Rules and Regulations, to notify promptly in writing the selling Stockholders and underwriters and, upon request, to file such document and to prepare and furnish without charge to each selling Stockholder and underwriter as many copies as each such selling Stockholder and underwriter may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that are being registered will correct such conflict, statement or omission or effect compliance with the Securities Act and the Rules and Regulations;
(xi) make available for inspection by the selling Stockholders, the Sellers’ Counsel or any underwriter participating in any Transfer pursuant to this Section 3 such Registration Statement and after having done so any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the prospectus is amended “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to comply enable them to exercise their due diligence responsibility, and cause the Company’s officers, managers and employees to supply all information (together with the requirements Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement. Any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Information is ordered pursuant to a subpoena or other Order from a Governmental Authority or (iii) such Information has been made generally available to the public. The selling Stockholders agree that they will, upon learning that disclosure of such Information is sought by a Governmental Authority, give prompt written notice to the Company and use their reasonable commercial efforts to allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(xii) in the case of an Underwritten Offering, use its best efforts to obtain, from its Accountants, a “cold comfort” letter in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xiii) use its best efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to the Stockholders selling Restricted Shares in such registration) and, in the case of an Underwritten Offering, use its best efforts to obtain, from its counsel, an opinion or opinions in customary form;
(xiv) provide a transfer agent and registrar (which may be the same entity) for such Restricted Shares and a CUSIP number for such Restricted Shares, in each case no later than the effective date of such registration;
(xv) upon the request of any underwriter, issue to any underwriter to which any selling Stockholder may sell Restricted Shares in such offering, certificates evidencing such Restricted Shares;
(xvi) upon the request of Apollo, list such Restricted Shares on any national securities exchange on which any shares of Common Stock are listed or, if no such shares are listed on a national securities exchange, use its best efforts to qualify such Restricted Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the “NASD”) or such other national securities exchange as Apollo shall request;
(xvii) in connection with an Underwritten Offering, participate, to the extent requested by the managing underwriter for the offering or Apollo, in customary efforts to sell the Restricted Shares being offered, cause such steps to be taken as to ensure the good faith participation of senior management officers of the Company in “road shows” as is customary and take such other actions as the underwriters or Apollo may request in order to expedite or facilitate the Transfer of Restricted Shares;
(xviii) cooperate with each Stockholder and each underwriter participating in the Transfer of Restricted Shares and their respective counsel in connection with any filings required to be made with the NASD, including, if appropriate, the pre-filing of the Prospectus as part of a shelf Registration Statement in advance of an Underwritten Offering;
(xix) make available to its security holders, as soon as reasonably practicable but not later than eighteen (18) months after the effective date, earnings statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xx) during the period when the Prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Corporation shall promptly notify such holders andCommission, if requestedincluding pursuant to Sections 13(a), such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and13(c), following receipt 14, or 15(d) of the revised prospectuses, such holders shall be free Exchange Act;
(xxi) otherwise use its best efforts to resume making offers of the Registrable Sharescomply with all applicable Rules and Regulations; and
(gxxii) furnish, at the request of any holder whose Registrable Shares are being registered pursuant use its best efforts to this Section 3, on the date that such Registrable Shares are delivered take all other steps necessary to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that effect the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestRestricted Shares contemplated hereby.
Appears in 3 contracts
Sources: Stockholders' Agreement (Rexnord Corp), Stockholders' Agreement (Rexnord Corp), Shareholder Agreement (Rexnord Corp)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 90 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the Investor (the "Selling Investor's Counsel"), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 90 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered Shares, provided that the Company may delay (and such period of delay shall extend such 90-day period by the same duration) for up to 45 days the effectiveness or filing of such registration statement, or elect not to amend such registration statement or supplement the Prospectus used in connection therewith so that sales may not be made thereon for up to 45 days (and such period of delay shall extend such 90-day period by the same duration), if the making of disclosures required by such registration statementstatement would have a material adverse affect upon the Company or its securities and such disclosures are not otherwise required to be made;
(cd) notify in writing the Selling Investor's Counsel promptly (i) of any comments by the Commission with respect to such registration statement or prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; PROVIDED, HOWEVER, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this paragraph (e);
(f) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify on a timely basis each seller of such Registrable Shares at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 5, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement (and any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public, and (iv) the seller of Registrable Shares agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(j) use its best efforts to obtain, from its independent certified public accountants, a "cold comfort" letter in customary form and covering such matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain, from its counsel, an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(m) issue to any underwriter to which any seller of Registrable Shares may sell shares in such offering, certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD") or final prospectuses to such other national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission, and make available to its securityholders, as soon as reasonably practicable, earnings statements which need not be audited covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, ; and
(p) use its best efforts to take all other steps necessary to effect the Corporation shall promptly notify registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporationcontemplated hereby. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Company of any event of the kind described in Section 5(h) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(h) hereof, and, if so directed by the Corporation, such holder shall deliver to the underwriters for sale Corporation all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing most recent Prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 3 contracts
Sources: Registration Rights Agreement (Nortek Inc), Registration Rights Agreement (Nortek Inc), Registration Rights Agreement (Ply Gem Industries Inc)
Preparation and Filing. (a) If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best commercially reasonable efforts to effect the registration of Registrable Shares or ADSs representing any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission SEC a registration statement with respect to Registration Statement that registers such securities Registrable Shares or ADSs representing such Registrable Shares and use its best commercially reasonable efforts to cause such registration statement Registration Statement (or any post-effective amendment thereto) to become effective as promptly as practicable, and remain effective for a period of 120 days or until the distribution contemplated in accordance such Registration Statement of all of such Registrable Shares (or such ADSs) have been completed (if earlier); provided, however, that: (A) such 120 day period shall be extended for a period of time equal to the period a Shareholder refrains, at the request of an underwriter of the Company, from selling any securities included in such registration; and (B) in the case of any registration of Registrable Shares or ADSs representing Registrable Shares on Form F-3 or Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with Section 3.7(b) hereofapplicable SEC rules, such 120 day period shall be extended for up to 180 days, if necessary, to keep the registration statement effective until all such Registrable Shares are sold;
(bii) furnish, at least three Business Days before filing, final drafts of a Registration Statement that registers Registrable Shares (or ADSs representing such Registrable Shares), a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by a Majority of Shareholders (the “Shareholders’ Counsel”) copies of all such documents proposed to be filed (it being understood that such three Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and not file any Registration Statement or amendment or supplement thereto that contains information relating to an Investor in a form to which such Investor reasonably objects in writing by the end of such period;
(iii) prepare and file with the 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 until for the earlier lesser of the period required pursuant to clause (i) of this subsection (a) or until all of the sale of all Registrable Shares covered thereby (or ADSs representing such Registrable Shares) have been disposed of (iiif earlier) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by (or such registration statementADSs);
(civ) notify the Shareholders’ Counsel promptly in writing (A) of any comments by the SEC with respect to such Registration Statement or Prospectus, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (B) of the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto and the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares (or ADSs representing such Registrable Shares) for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its commercially reasonable efforts to register or qualify, or obtain exemption from the registration or qualification requirements for, Registrable Shares (or ADSs representing such Registrable Shares) under such other securities or blue sky laws of such jurisdictions as any seller of the Registrable Shares (or ADSs representing such Registrable Shares) reasonably requests and take any and all other measures and do all other things which may be reasonably necessary or advisable to enable such seller of the Registrable Shares (or ADSs representing Registrable Shares) to consummate the disposition thereof in such jurisdictions; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this clause (v);
(vi) use its commercially reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Shares (or ADSs representing Registrable Shares) for sale in any jurisdiction and, if such an order or suspension is issued, use its commercially reasonable best efforts to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Shareholders of the issuance of any such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose;
(vii) furnish without charge to each holder whose seller of the Registrable Shares are being registered pursuant to this Section 3 (or ADSs representing such Registrable Shares) such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of the Registrable Shares (or ADSs representing Registrable Shares) may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares (or ADSs representing such Registrable Shares);
(dviii) use its best efforts to register or qualify notify on a timely basis each seller of the Registrable Shares covered by such registration statement under the securities (or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of ADSs representing such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by Prospectus relating to the Registrable Shares (or ADSs representing such registration statement and relating thereto Registrable Shares) is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (i) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 subsection (a) of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing andexisting, at the request of such holder, prepare, promptly prepare and file and furnish a supplement or amendment to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such sharessupplemented or amended, such prospectus Prospectus shall not cease to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingin which they were made;
(fix) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers make available for inspection by any seller of the Registrable Shares (or ADSs representing such Registrable Shares; and
(g) furnish), at the request of any holder whose Registrable Shares are being registered underwriter participating in any disposition pursuant to this Section 3such Registration Statement and any attorney, on accountant or other representative retained by any such seller or underwriter, all pertinent financial, business and other records and documents as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the date that Company’s officers, directors and employees to supply all information reasonably requested by any such Registrable Shares are delivered to the underwriters for sale seller, underwriter, attorney, accountant or other representative in connection with a registration pursuant to this Section 3 if such securities are being sold through underwritersRegistration Statement; provided, or on the date however, that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, obligation of the counsel representing Company to make such records and information available to any such seller or underwriter or any attorneys, accountants or other representatives of any such seller or underwriter shall be subject to the Corporation for receipt by the purposes Company of a confidentiality agreement from such registrationseller or underwriter, as the case may be, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed reasonably satisfactory to the underwritersCompany;
(x) use its commercially reasonable efforts to obtain from its independent certified public accountants a “comfort” letter in customary form and covering such matters of the type customarily covered by comfort letters;
(xi) use its commercially reasonable efforts to obtain, if anyfrom its counsel, an opinion or opinions in customary form;
(xii) obtain the approval of all Governmental Authorities and self-regulatory bodies as may be necessary to effect the registration of the Registrable Shares and consummate the disposition of such Registrable Securities pursuant to the Registration Statement;
(xiii) provide a transfer agent and registrar for all Registrable Shares or ADSs representing such Registrable Shares registered pursuant to this Agreement and request the registrar to provide a CUSIP number for all such Registrable Shares or ADSs representing such Registrable Shares, in each case not later than the effective date of such registration;
(xiv) list the Registrable Shares (or ADSs representing such Registrable Shares) on any United States national securities exchange on which any New Preferred Shares or ADSs representing New Preferred Shares are listed;
(xv) notify each Shareholder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;
(xvi) after such Registration Statement becomes effective, notify each Shareholder of any request by the SEC that the Company amend or supplement such registration statement or prospectus; and
(xvii) otherwise use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Shares (or ADSs representing such Registrable Shares) contemplated hereby.
(b) Each holder of Registrable Shares that sells Registrable Shares (or holders making ADSs representing the Registrable Shares) pursuant to a registration under this Agreement agrees that during such requesttime as such seller may be engaged in a distribution of the Registrable Shares (or such ADSs), such seller shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things: (i) distribute the Registrable Shares (or ADSs representing the Registrable Shares) under the Registration Statement solely in the manner described in the Registration Statement covering such Registrable Shares (or ADSs); and (ii) a letter dated cease distribution of the Registrable Shares (or ADSs representing such date, Registrable Shares) pursuant to such Registration Statement upon receipt of written notice from the independent certified public accountants Company that the Prospectus covering the Registrable Shares (or ADSs representing the Registrable Shares) contains any untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requeststatements therein not misleading.
Appears in 3 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Azul Sa), Registration Rights Agreement (Azul Sa)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 2 to use its best efforts to effect the registration Registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities, using such form of available Registration Statement as is reasonably selected by the Company (unless otherwise specified herein), and use its best efforts to cause such registration statement Registration Statement to become and remain effective in accordance with Section 3.7(b) hereofeffective, keeping each Selling Stockholder advised as to the initiation, progress and completion of the Registration;
(b) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until for, in the earlier case of (ia Required Registration under Section 2.2, the period set forth in Section 2.2(b) and, in the sale case of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effectivea Piggyback Registration under Section 2.3, six months, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statementRegistration Statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Stockholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectusprospectus and all amendments and supplements thereto, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Stockholder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities; provided, however, that no such prospectus need be furnished more than, in the case of a Required Registration under Section 2.2, six months after the conclusion of the period set forth in Section 2.2(b) and, in the case of a Piggyback Registration under Section 2.3, six months after the effective date of the Registration Statement related thereto;
(d) use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement Registration Statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Stockholder shall reasonably request, request and do any and all other acts or things which may be reasonably necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; provided, however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;taxes or provide any undertaking or make any change in its Certificate of Incorporation; and
(e) at any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b2.2(b) or Section 2.3(b) hereof, as the case may be, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Stockholder of the happening of any event as a result of which the prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) . The Company may delay amending or supplementing the prospectus for a period of up to 90 days if the Corporation Company is then engaged in negotiations regarding a material transaction that has delivered preliminary not been publicly disclosed, and the Selling Stockholders shall suspend their sale of Shares until an appropriate supplement or final prospectuses prospectus has been forwarded to them or the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so proposed transaction is abandoned. Notwithstanding the prospectus is amended to comply with the requirements of the Securities Actforegoing, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective the proposed Registration of Registrable Securities pursuant to Section 2.3 hereof, the Company may withdraw or cease proceeding with any proposed Registration of Registrable Securities if such securities are not being sold through underwriters, (i) an opinion, dated such date, it has withdrawn or ceased proceeding with the proposed Registration of Common Stock of the counsel representing Company with which the Corporation for the purposes Registration of such registration, in form and substance as is customarily given Registrable Securities was to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestbe included.
Appears in 3 contracts
Sources: Registration Rights Agreement (Palatin Technologies Inc), Registration Rights Agreement (Palatin Technologies Inc), Registration Rights Agreement (Palatin Technologies Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(bfor a period of ninety (90) hereofdays or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least ten (10) business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the Investors whose reasonable fees and expenses (subject to the cap set forth in Section 7) shall be borne by the Company (the “Investors Counsel”), copies of all such documents proposed to be filed (it being understood that such ten (10) business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investors Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of ninety (90) days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify in writing the Investors Counsel (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Investors reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investors to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Investors; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e) or to provide any material undertaking or make any changes in its Bylaws or Certificate of Incorporation which the Board determines to be contrary to the best interests of the Company or to modify any of its contractual relationships then existing;
(f) furnish to each holder whose the Investors holding such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder the Investors may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) without limiting subsection (e) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable the Holders holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the Holders holding such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 6, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderthe Investors, prepare, file prepare and furnish to such holder the Investors a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) subject to the execution of confidentiality agreements in form and substance satisfactory to the Company, make available upon reasonable notice and during normal business hours, for inspection by any Investor holding such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Investor or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public; the Investors agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the event of an underwritten offering pursuant to this Agreement, use its best efforts to obtain from its independent certified public accountants “comfort” letters in customary form and at customary times and covering matters of the type customarily covered by comfort letters at the request of the lead underwriter;
(k) in the event of an underwritten offering pursuant to this Agreement, use its best efforts to obtain from its counsel an opinion or opinions in customary form at the request of the lead underwriter;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(m) issue certificates evidencing such Registrable Shares to any underwriter (at the request of such underwriter) to which the Investors holding such Registrable Shares may sell shares in such offering;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts (or final prospectuses in the case of a registration under Section 3 hereof, reasonable best efforts) to qualify such Registrable Shares for inclusion on such national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act;
(p) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby; and
(q) in the event of any underwritten public offering, cooperate with the selling Holders, the Corporation shall promptly notify such holders andunderwriters participating in the offering and their counsel in any due diligence investigation reasonably requested by the selling Holders or the underwriters in connection therewith, if requestedand participate, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporationextent reasonably requested by the managing underwriter for the offering or the selling Holder, in efforts to sell the Registrable Securities under the offering (including, without limitation, participating in “roadshow” meetings with prospective investors) that would be customary for underwritten primary offerings of a comparable amount of equity securities by the Company. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Company of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(h) hereof, and, if so directed by the Company, such holder shall deliver to the underwriters for sale Company all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder’s possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 3 contracts
Sources: Registration Rights Agreement (Aspen Aerogels Inc), Registration Rights Agreement (Aspen Aerogels Inc), Registration Rights Agreement (Aspen Aerogels Inc)
Preparation and Filing. If of Registration Statements under the Securities Act and whenever Exchange Act Reports; Obligations of the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:Depositor.
(a) prepare The Depositor shall:
(i) on behalf and in the name of the Trust (and in its own name as Depositor if required by the Commission), prepare, sign and file with the Commission, registration statements under the Securities Act for purposes of registering under such Act any Series or Class (or any portion thereof) of Certificates to be registered in accordance with the related Series Supplement as well as any other instrument or document necessary or appropriate for the foregoing purpose;
(ii) on behalf and in the name of the Trust (and in its own name as Depositor if required by the Commission), prepare, sign and file with the Commission, within the time period set forth below, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission a registration statement may from time to time by rules and regulations prescribe), if any, which the Trust (and/or the Depositor on behalf of the Trust) may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (collectively, "Exchange Act Reports") with respect to the Trust. The names of such securities Reports and use its best efforts the dates on which they are required to cause be filed with the Commission are as follows:
(A) Form 8-K, within the time requirement prescribed by the Exchange Act if the filing of Form 8-K is necessary;
(B) Form 10-K, within the time requirement prescribed by the Exchange Act; and
(C) such registration statement other reports, including amendments to become any reports, as may be required pursuant to Section 13 or 15(d) of the Exchange Act.
(iii) deliver to the Trustee within 15 days after the Depositor is required to file the same with the Commission, such additional information, documents and remain effective reports with respect to compliance by the Depositor with the conditions and covenants of this Agreement, if any, as may be required to be filed with the Commission from time to time by such rules and regulations; and
(iv) deliver to the Trustee, which shall then transmit by mail to all Holders described in accordance with TIA Section 3.7(b313(c), in the manner and to the extent provided therein, such summaries of any information, documents and reports required to be filed by the Depositor and received pursuant to clauses (i) hereof;and (ii) of this Section 6.1(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission.
(b) prepare and file with The Depositor shall deliver to the Commission Trustee, not less often than annually, an Officer's Certificate signed by an Executive Officer who is the principal executive officer, principal financial officer or principal accounting officer of the Depositor, dated as of the date set forth in the Series Supplement for 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 until the earlier of year, stating that:
(i) a review of the sale activities of all Registrable Shares covered thereby or the Depositor during such fiscal year and of performance under this Agreement has been made under such Executive Officer's supervision; and
(ii) nine months from to the date best of such registration statement first becomes effectiveExecutive Officer's knowledge, based on such review, the Depositor has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Executive Officer and the nature and status thereof. A copy of such certificate may be obtained by any Holder by a request in writing to comply with the provisions Depositor addressed to the Corporate Trust Office of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statement;Trustee.
(c) Upon any application or request by the Depositor to the Trustee to take any action under the provisions of this Agreement, which action is subject to the satisfaction of a condition precedent (including any covenants compliance with which constitutes a condition precedent), the Depositor shall furnish to each holder whose Registrable Shares are being registered pursuant the Trustee: (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to this Section 3 the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such number counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with certified public accountants meeting the applicable requirements of the Securities ActTIA, and except that, in the case of any such other documents application or request as such holder may reasonably request in order to facilitate which the public sale or other disposition furnishing of such Registrable Sharesdocuments is specifically required by any provision of this Agreement, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include:
(i) a statement that such signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;
(dii) use its best efforts a brief statement as to register the nature and scope of the examination or qualify investigation upon which the Registrable Shares covered by statements or opinions contained in such registration certificate or opinion are based;
(iii) a statement under that, in the securities judgment of each such signatory, such signatory has made such examination or blue sky laws of such jurisdictions investigations as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be is necessary or advisable to enable such holder signatory to consummate the public sale express an informed opinion as to whether or other disposition in not such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify covenant or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation condition has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Sharesbeen complied with; and
(giv) furnish, at the request of any holder whose Registrable Shares are being registered pursuant a statement as to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registrationwhether, in form and substance as is customarily given to underwriters in an underwritten public offeringthe opinion of each such signatory, addressed to the underwriters, if any, and to the holder such condition or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcovenant has been complied with.
Appears in 3 contracts
Sources: Base Trust Agreement (Receipts on Corporate Securities Trust Series BNSF 1998-1), Base Trust Agreement (Receipts on Corporate Securities Trust Series FDX 1997 1), Base Trust Agreement (Receipts on Corporate Securities Trust Series NSC 1998-1)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best commercially reasonable efforts to effect the registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best commercially reasonable efforts to cause a Registration Statement that registers such registration statement Registrable Securities to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 180 days or until all of such Registrable Securities have been transferred (if earlier);
(bii) furnish, at least ten days before filing a Registration Statement that registers such Registrable Securities, any Preliminary Prospectus and the Prospectus relating thereto or any amendments or supplements relating to such a Registration Statement or such prospectuses, to one counsel acting on behalf of all selling Stockholders selected by ▇▇▇▇▇▇ Parent (the “Sellers’ Counsel”), copies of all such documents proposed to be filed (it being understood that such ten day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as the Stockholders whose Registrable Securities are to be covered by such Registration Statement may reasonably propose;
(iii) prepare and file with the Commission 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 at least a period of 180 days or until the earlier all of such Registrable Securities have been transferred (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other transfer of such Registrable Securities; provided, that in the case of a Shelf Registration, the Company shall keep such Registration Statement effective until all Registrable Securities covered by such Registration Statement shall have been sold, and shall comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares securities covered by such registration statementRegistration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(civ) promptly notify the Sellers’ Counsel in writing (A) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the receipt by the Company of any notification with respect to the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any selling Stockholder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the holders of such Registrable Securities to consummate the transfer in such jurisdictions; provided, that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified or (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;
(vi) without limiting subsection (v) above, use its commercially reasonable efforts to cause such Registrable Securities to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the transfer of such Registrable Securities;
(vii) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 selling Stockholder and the underwriters, if any, such number of copies of such Registration Statement, any summary prospectus amendments thereto, any exhibits thereto or other prospectusdocuments incorporated by reference therein (but only to the extent not publicly available on ▇▇▇▇▇ or the Company’s website), including a preliminary prospectusany Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus (each in conformity with the requirements of the Securities Act), and such other documents as such holder selling Stockholder or underwriters may reasonably request in order to facilitate the public offering and sale or other disposition transfer of such Registrable SharesSecurities;
(dviii) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify in writing on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) selling Stockholder at any time when a prospectus covered by such registration statement and relating thereto the Prospectus is required to be delivered under the Securities Act within Act, when the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Company becomes aware of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderStockholder, prepare, file prepare and furnish to such holder Stockholder a reasonable number of copies reasonably requested by such Stockholder of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such sharesRegistrable Securities, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) use its commercially reasonable efforts to prevent the issuance of an Order suspending the effectiveness of a Registration Statement, and if one is issued, use its commercially reasonable efforts to obtain the Corporation has delivered preliminary or final prospectuses withdrawal of any Order suspending the effectiveness of a Registration Statement as soon as possible;
(x) retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed pursuant to the holders Rules and Regulations; and if at any time after the date thereof any event shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit 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, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus in order to effect compliance with the Securities Act and the Rules and Regulations, to notify promptly in writing the selling Stockholders and underwriters and, if required by applicable law, to file such document and to prepare and furnish without charge to each selling Stockholder and underwriter as many copies as each such selling Stockholder and underwriter may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect compliance with the Securities Act and the Rules and Regulations;
(xi) make available for inspection by any underwriter participating in any transfer pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such underwriter (collectively, the “Inspectors”), during normal business hours and at the offices where normally kept, all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, managers and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement; provided, that any such Inspector shall agree to be bound by the confidentiality provisions of this Section 2(i)(xi). Any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Information is ordered pursuant to a subpoena or other Order from a Governmental Authority or (iii) such Information has been made generally available to the public. Such Inspectors shall upon learning that disclosure of such Information is sought by a Governmental Authority, give prompt written notice to the Company and use their reasonable commercial efforts to allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(xii) in the case of an Underwritten Offering, use its commercially reasonable efforts to obtain from its Accountants a “comfort” letter delivered to the underwriters in such offering in customary form and covering such matters of the type customarily covered by comfort letters;
(xiii) in the case of an Underwritten Offering, use its commercially reasonable efforts to obtain from its counsel an opinion or opinions in customary form;
(xiv) provide a transfer agent and registrar (which may be the same entity) for such Registrable Securities and a CUSIP number for such Registrable Securities, in each case no later than the effective date of such registration;
(xv) upon the request of any underwriter, issue to any underwriter to which any selling Stockholder may sell Registrable Securities in such offering, certificates evidencing such Registrable Securities;
(xvi) use its commercially reasonable efforts to list such Registrable Securities on any national securities exchange on which any shares of Common Stock are listed;
(xvii) in connection with an Underwritten Offering, participate, to the extent reasonably requested by the managing underwriter for the offering and the selling Stockholders, in customary efforts to sell the Registrable Securities being offered, cause such steps to be taken as to ensure the good faith participation of senior management officers of the Company in “road shows” as is customary and take such other actions as the underwriters or the selling Stockholders may reasonably request in order to expedite or facilitate the transfer of Registrable Shares that are being registered pursuant Securities;
(xviii) reasonably cooperate with each Stockholder and each underwriter participating in the transfer of Registrable Securities and their respective counsel in connection with any filings required to this Section 3 and after having done so the prospectus is amended to comply be made with the requirements Financial Industry Regulatory Authority, Inc. (“FINRA”), including, if appropriate, the pre-filing of the Prospectus as part of a Shelf Registration in advance of an Underwritten Offering;
(xix) during the period when the Prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Corporation shall promptly notify such holders andCommission, if requestedincluding pursuant to Sections 13(a), such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and13(c), following receipt 14, or 15(d) of the revised prospectuses, such holders shall be free Exchange Act;
(xx) otherwise use its commercially reasonable efforts to resume making offers of the Registrable Sharescomply in all material respects with all applicable Rules and Regulations; and
(gxxi) furnish, at use its commercially reasonable efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestSecurities contemplated hereby.
Appears in 3 contracts
Sources: Letter Agreement and Joinder (Lifetime Brands, Inc), Stockholders Agreement (Lifetime Brands, Inc), Stockholders Agreement (Lifetime Brands, Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best commercially reasonable efforts to effect the registration of an offering and sale of any Registrable Shares, the Corporation Company shall, as expeditiously as practicablepracticable (but subject to the timing provisions in Section 4.2 with respect to “overnight” or “bought” offerings:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best commercially reasonable efforts to cause a Registration Statement that registers such registration statement offering of Registrable Shares to contain a “Plan of Distribution” that permits the distribution of Securities pursuant to all means in compliance with Law, and to cause such Registration Statement to become and remain effective in accordance with Section 3.7(b) hereofpursuant to the terms of this Agreement for a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five (5) Business Days before filing a Registration Statement that registers such Registrable Shares, a Prospectus relating thereto, or, with respect to an effective Shelf Registration Statement, a prospectus supplement to the Prospectus included in such Shelf Registration Statement, and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by the First Reserve for the benefit of the Stockholders whose Registrable Shares are to be covered by such Registration Statement (the “Stockholders’ Counsel”), copies of all such documents proposed to be filed (it being understood that such 5 Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as the Stockholders whose Registrable Shares are to be covered by such Registration Statement may reasonably propose;
(c) prepare and file with the Commission 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 period of at least 180 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the offering and sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify the Stockholders’ Counsel promptly in writing of (i) any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto; (ii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose; and (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its commercially reasonable efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things that may reasonably be necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller;
(f) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public Public Offering and sale or other disposition of such Registrable Shares (to the extent not publicly available on ▇▇▇▇▇ or the Company’s website);
(g) use its commercially reasonable efforts to cause such offering and sale of Registrable Shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Shares;
(dh) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions seller of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) Shares at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b4.4(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the Corporation “Inspectors”), all pertinent financial, business and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall reasonably be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement (and any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement; (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; (C) such Information has delivered preliminary or final prospectuses been made generally available to the holders public; or (D) the seller of Registrable Shares agrees that are being registered pursuant to this Section 3 and after having done so the prospectus it will, upon learning that disclosure of such Information is amended to comply with the requirements sought in a court of the Securities Actcompetent jurisdiction, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses give notice to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of Company and allow the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnishCompany, at the request Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(j) use its commercially reasonable efforts to obtain from its independent certified public accountants a “cold comfort” letter (or, in the case of any holder whose Registrable Shares are being registered pursuant to this Section 3such Person which does not satisfy the conditions for receipt of a “cold comfort” letter specified in Statement on Auditing Standards No. 72, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (ian “agreed upon procedures” letter) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from signed by the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwritersselling Stockholders, the Board, and the underwriter, if any, in customary form and covering such matters of the type customarily covered by cold comfort letters;
(k) use its commercially reasonable efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to the holder Stockholders selling Registrable Shares in such registration);
(l) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and other information meetings organized by the underwriters, take other actions to obtain ratings for any Registrable Shares (if they are eligible to be rated) and otherwise use its commercially reasonable efforts to cooperate as reasonably requested by the sellers of such Registrable Shares in the offering, marketing or selling of such Registrable Shares, provided, that, the gross proceeds for such offering are reasonably anticipated by the managing underwriters to be in excess of fifty million dollars ($50,000,000) and provided further that such officers shall not be required to participate in such presentations at any “road shows” and before analysts and rating agencies, as the case may be, more than twice in a 365 day period;
(m) provide a transfer agent and registrar (which may be the same Person and which may be the Company) for such Registrable Shares;
(n) issue to any underwriter to which any seller of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(o) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is not listed on a national securities exchange, use its commercially reasonable efforts to qualify such Registrable Shares for quotation on the automated quotation system of the NASDAQ, National Market System, Euronext or such other national securities exchange as the holders making of a majority of such Registrable Shares included in such registration shall request;
(p) register such Registrable Shares under the Exchange Act, and otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but not later than eighteen (18) months after the effective date, earnings statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(q) not take any direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable; and
(r) use its commercially reasonable efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby.
Appears in 3 contracts
Sources: Master Reorganization Agreement, Master Reorganization Agreement (Midstates Petroleum Company, Inc.), Stockholders’ Agreement (Midstates Petroleum Company, Inc.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and a. use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereofuntil all of such Registrable Shares have been disposed of;
b. furnish, at least five (b5) business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the holders of Registrable Shares requesting such registration (the “Investors’ Counsel”), copies of all such documents proposed to be filed (it being understood that such five (5) business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investors’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
c. prepare and file with the 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 until the earlier all of (i) the sale of all such Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, have been disposed of and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares;
d. notify in writing the Investors’ Counsel (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares covered by for sale in any jurisdiction or the initiation or threatening of any proceeding for such registration statementpurposes;
e. use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Investors reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investors to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Investors; provided however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (ce) or to provide any material undertaking or make any changes in its Bylaws or Certificate of Incorporation which the Board determines to be contrary to the best interests of the Company or to modify any of its contractual relationships then existing;
f. furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Investors such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Investors may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
g. without limiting subsection (de) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable the Investors holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) h. notify the Investors holding such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderthe Investors, prepare, file prepare and furnish to such holder Investors a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
i. subject to the execution of confidentiality agreements in form and substance satisfactory to the Company, make available upon reasonable notice and during normal business hours, for inspection by the Investors holding such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Investors or underwriter (fcollectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (a) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the registration statement, (b) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (c) such Information has been made generally available to the public through no breach of the nondisclosure obligations of the Inspectors or their affiliates; the Investors agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
j. use its best efforts to obtain from its independent certified public accountants “cold comfort” letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
k. use its best efforts to obtain from its counsel an opinion or opinions in customary form;
l. provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
m. issue to any underwriter to which the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
n. list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary or final prospectuses Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on a national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall reasonably request;
o. otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements in accordance with Rule 158 of the Securities ActAct covering a period of twelve (12) months beginning within three (3) months after the effective date of the registration statement; and
p. subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the Corporation shall promptly notify registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers contemplated hereby.
q. Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Company of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(h) hereof, and, if so directed by the Company, such holder shall deliver to the underwriters for sale Company all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder’s possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 3 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Carbylan Therapeutics, Inc.), Registration Rights Agreement (Carbylan Therapeutics, Inc.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause a Registration Statement that registers such registration statement Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 90 days or until all of such Registrable Shares have been disposed of (if earlier);
(bii) furnish, at least five business days before filing a Registration Statement that registers such Registrable Shares, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by CVCA (the "Purchasers' Counsel"), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(iii) prepare and file with the Commission 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 at least a period of 90 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(civ) notify the Purchasers' Counsel promptly in writing (A) of any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this clause (v);
(vi) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dvii) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eviii) notify on a timely basis each seller of such Registrable Shares at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (i) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 6 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "Inspectors"), all pertinent financial, business and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such Registration Statement (and any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (C) such Information has been made generally available to the public, and (D) the seller of Registrable Shares agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(x) use its best efforts to obtain from its independent certified public accountants a "cold comfort" letter in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xi) use its best efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to the Purchasers selling Registrable Shares in such registration);
(xii) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(xiii) issue to any underwriter to which any seller of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(xiv) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), National Market System ("NMS"), or final prospectuses to such other national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall request included in such registration;
(xv) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission, and make available to its securityholders, as soon as reasonably practicable, earnings statements which need not be audited covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gxvi) furnish, at use its best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcontemplated hereby.
Appears in 3 contracts
Sources: Registration Rights Agreement (Donaldson Lufkin & Jenrette Inc /Ny/), Securities Purchase Agreement (Gentle Dental Service Corp), Registration Rights Agreement (Chase Venture Capital Associates L P)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best commercially reasonable efforts to effect the registration of an offering and sale of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:practicable (but subject to the timing provisions in Section 3.2 with respect to “overnight” or “bought” offerings):
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best commercially reasonable efforts to cause a Registration Statement that registers such registration statement offering of Registrable Shares to contain a “plan of distribution” that permits the distribution of Securities pursuant to all means in compliance with Law, and to cause such Registration Statement to become and remain effective in accordance with Section 3.7(b) hereofpursuant to the terms of this Agreement for a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five (5) Business Days before filing a Registration Statement that registers such Registrable Shares, a Prospectus relating thereto, or, with respect to an effective Shelf Registration Statement, a prospectus supplement to the Prospectus included in such Shelf Registration Statement, and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by the Stockholders for the benefit of the Stockholders whose Registrable Shares are to be covered by such Registration Statement (the “Stockholders’ Counsel”), copies of all such documents proposed to be filed (it being understood that such 5 Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as the Stockholders whose Registrable Shares are to be covered by such Registration Statement may reasonably propose;
(c) prepare and file with the Commission 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 period of at least 180 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the offering and sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify the Stockholders’ Counsel promptly in writing of (i) any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto; (ii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose; and (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its commercially reasonable efforts to register or qualify such Registrable Shares under such other Securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things that may reasonably be necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject;
(f) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public Public Offering and sale or other disposition of such Registrable Shares (to the extent not publicly available on ▇▇▇▇▇ or the Company’s website);
(g) use its commercially reasonable efforts to cause such offering and sale of Registrable Shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Shares;
(dh) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions seller of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) Shares at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b3.4(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the “Inspectors”), all pertinent financial, business and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall reasonably be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement (and any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement; (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; (C) such Information has been made generally available to the public; or (D) the seller of Registrable Shares agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(j) use its commercially reasonable efforts to obtain from its independent registered public accounting firm a “comfort letter” (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort letter” specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent registered public accounting firm and addressed to the selling Stockholders, the Board, and the underwriter, if any, in customary form and covering such matters of the type customarily covered by accountants’ comfort letters;
(k) use its commercially reasonable efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to the Stockholders selling Registrable Shares in such registration);
(l) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and other information meetings organized by the underwriters, take other actions to obtain ratings for any Registrable Shares (if they are eligible to be rated) and otherwise use its commercially reasonable efforts to cooperate as reasonably requested by the sellers of such Registrable Shares in the offering, marketing or selling of such Registrable Shares, provided that the gross proceeds for such offering are reasonably anticipated by the managing underwriters to be in excess of (i) fifty million dollars ($50,000,000) where the registration statement is on a form other than a Form S-3 or (ii) twenty five million dollars ($25,000,000) where the registration statement is on a Form S-3, and provided further that such officers shall not be required to participate in such presentations at any “road shows” and before analysts and rating agencies, as the case may be, more than twice in a 365 day period;
(m) provide a transfer agent and registrar (which may be the same Person and which may be the Company) for such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its commercially reasonable efforts to qualify such Registrable Shares for quotation on the automated quotation system of the NASDAQ, National Market System, Euronext or final prospectuses to such other national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 included in such registration shall request;
(o) register such Registrable Shares under the Exchange Act, and after having done so the prospectus is amended otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the requirements Commission, and make available to its Security holders, as soon as reasonably practicable but not later than eighteen (18) months after the effective date, earnings statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(p) not take any direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Corporation shall promptly notify Company will take such holders and, if requested, action as is necessary to make any such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Sharesprohibition inapplicable; and
(gq) furnish, at use its commercially reasonable efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcontemplated hereby.
Appears in 2 contracts
Sources: Registration Rights and Stockholders Agreement (Jones Energy, Inc.), Registration Rights and Stockholders Agreement (Jones Energy, Inc.)
Preparation and Filing. (a) If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best commercially reasonable efforts to effect the registration of Registrable Shares or ADSs representing any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission SEC a registration statement with respect to Registration Statement that registers such securities Registrable Shares or ADSs representing such Registrable Shares and use its best commercially reasonable efforts to cause such registration statement Registration Statement (or any post- effective amendment thereto) to become effective as promptly as practicable, and remain effective for a period of 120 days or until the distribution contemplated in accordance such Registration Statement of all of such Registrable Shares (or such ADSs) have been completed (if earlier); provided, however, that: (A) such 120 day period shall be extended for a period of time equal to the period a Shareholder refrains, at the request of an underwriter of the Company, from selling any securities included in such registration; and (B) in the case of any registration of Registrable Shares or ADSs representing Registrable Shares on Form F-3 or Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with Section 3.7(b) hereofapplicable SEC rules, such 120 day period shall be extended for up to 180 days, if necessary, to keep the registration statement effective until all such Registrable Shares are sold;
(bii) furnish, at least three Business Days before filing, final drafts of a Registration Statement that registers Registrable Shares (or ADSs representing such Registrable Shares), a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by a Majority of Shareholders (the “Shareholders’ Counsel”) copies of all such documents proposed to be filed (it being understood that such three Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and not file any Registration Statement or amendment or supplement thereto that contains information relating to an investor in any of the Company’s securities in a form to which such investor reasonably objects in writing by the end of such period;
(iii) prepare and file with the 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 until for the earlier lesser of the period required pursuant to clause (i) of this subsection (a) or until all of the sale of all Registrable Shares covered thereby (or ADSs representing such Registrable Shares) have been disposed of (iiif earlier) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by (or such registration statementADSs);
(civ) notify the Shareholders’ Counsel promptly in writing (A) of any comments by the SEC with respect to such Registration Statement or Prospectus, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (B) of the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto and the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares (or ADSs representing such Registrable Shares) for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its commercially reasonable efforts to register or qualify, or obtain exemption from the registration or qualification requirements for, Registrable Shares (or ADSs representing such Registrable Shares) under such other securities or blue sky laws of such jurisdictions as any seller of the Registrable Shares (or ADSs representing such Registrable Shares) reasonably requests and take any and all other measures and do all other things which may be reasonably necessary or advisable to enable such seller of the Registrable Shares (or ADSs representing Registrable Shares) to consummate the disposition thereof in such jurisdictions; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this clause (v);
(vi) use its commercially reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Shares (or ADSs representing Registrable Shares) for sale in any jurisdiction and, if such an order or suspension is issued, use its commercially reasonable best efforts to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Shareholders of the issuance of any such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose;
(vii) furnish without charge to each holder whose seller of the Registrable Shares are being registered pursuant to this Section 3 (or ADSs representing such Registrable Shares) such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of the Registrable Shares (or ADSs representing Registrable Shares) may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares (or ADSs representing such Registrable Shares);
(dviii) use its best efforts to register or qualify notify on a timely basis each seller of the Registrable Shares covered by such registration statement under the securities (or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of ADSs representing such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by Prospectus relating to the Registrable Shares (or ADSs representing such registration statement and relating thereto Registrable Shares) is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (i) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 subsection (a) of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing andexisting, at the request of such holder, prepare, promptly prepare and file and furnish a supplement or amendment to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such sharessupplemented or amended, such prospectus Prospectus shall not cease to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingin which they were made;
(fix) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers make available for inspection by any seller of the Registrable Shares (or ADSs representing such Registrable Shares; and
(g) furnish), at the request of any holder whose Registrable Shares are being registered underwriter participating in any disposition pursuant to this Section 3such Registration Statement and any attorney, on accountant or other representative retained by any such seller or underwriter, all pertinent financial, business and other records and documents as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the date that Company’s officers, directors and employees to supply all information reasonably requested by any such Registrable Shares are delivered to the underwriters for sale seller, underwriter, attorney, accountant or other representative in connection with a registration pursuant to this Section 3 if such securities are being sold through underwritersRegistration Statement; provided, or on the date however, that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, obligation of the counsel representing Company to make such records and information available to any such seller or underwriter or any attorneys, accountants or other representatives of any such seller or underwriter shall be subject to the Corporation for receipt by the purposes Company of a confidentiality agreement from such registrationseller or underwriter, as the case may be, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed reasonably satisfactory to the underwritersCompany;
(x) use its commercially reasonable efforts to obtain from its independent certified public accountants a “comfort” letter in customary form and covering such matters of the type customarily covered by comfort letters;
(xi) use its commercially reasonable efforts to obtain, if anyfrom its counsel, an opinion or opinions in customary form;
(xii) obtain the approval of all Governmental Authorities and self-regulatory bodies as may be necessary to effect the registration of the Registrable Shares and consummate the disposition of such Registrable Securities pursuant to the Registration Statement;
(xiii) provide a transfer agent and registrar for all Registrable Shares or ADSs representing such Registrable Shares registered pursuant to this Agreement and request the registrar to provide a CUSIP number for all such Registrable Shares or ADSs representing such Registrable Shares, in each case not later than the effective date of such registration;
(xiv) list the Registrable Shares (or ADSs representing such Registrable Shares) on any United States national securities exchange on which any New Preferred Shares or ADSs representing New Preferred Shares are listed;
(xv) notify each Shareholder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;
(xvi) after such Registration Statement becomes effective, notify each Shareholder of any request by the SEC that the Company amend or supplement such registration statement or prospectus; and
(xvii) otherwise use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Shares (or ADSs representing such Registrable Shares) contemplated hereby.
(b) Each holder of Registrable Shares that sells Registrable Shares (or holders making ADSs representing the Registrable Shares) pursuant to a registration under this Agreement agrees that during such requesttime as such seller may be engaged in a distribution of the Registrable Shares (or such ADSs), such seller shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things: (i) distribute the Registrable Shares (or ADSs representing the Registrable Shares) under the Registration Statement solely in the manner described in the Registration Statement covering such Registrable Shares (or ADSs); and (ii) a letter dated cease distribution of the Registrable Shares (or ADSs representing such date, Registrable Shares) pursuant to such Registration Statement upon receipt of written notice from the independent certified public accountants Company that the Prospectus covering the Registrable Shares (or ADSs representing the Registrable Shares) contains any untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requeststatements therein not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Azul Sa)
Preparation and Filing. If and whenever the Corporation Partnership is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable SharesUnits, the Corporation Partnership shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause a Registration Statement that registers such registration statement Registrable Units to become and remain effective in accordance with until the earlier of 90 days from the effective date of such Registration Statement or until all of such Registrable Units have been disposed of, or, if the Registration Statement is a shelf registration under Section 3.7(b) hereof4, the earlier of the termination of the period permitted under Rule 415 or until all of such Registrable Units have been disposed of;
(b) furnish, at least ten business days before filing, a copy of the Registration Statement that registers such Registrable Units and a Prospectus relating thereto to one counsel selected by the holders of Registrable Units requesting such registration (the "Unitholders' Counsel"), together with copies of all such documents proposed to be filed with the Securities and Exchange Commission therewith (it being understood that such ten business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Unitholders' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the Commission 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 as set forth in Section 5(a) until the earlier all of (i) the sale such Registrable Units have been disposed of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered Units. If any such Registration Statement refers to any holder of Registrable Units by name or otherwise as the holder of any units of the Partnership, then such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such registration statementholder of such units is not to be construed as a recommendation by such holder of the investment quality of the Partnership's units covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Partnership, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder;
(cd) notify in writing the Unitholders' Counsel (i) of the receipt by the Partnership of any notification with respect to any comments by the Commission with respect to such Registration Statement or Prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Partnership of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of such Registrable Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its reasonable best efforts to register or qualify such Registrable Units under such other securities or blue sky laws of such jurisdictions as the holders of Registrable Units reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Unitholders to consummate the disposition in such jurisdictions of the Registrable Units owned by the Unitholders; provided, however, that the Partnership will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this subsection (e);
(f) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Unitholders such number of copies of any a summary prospectus Prospectus, if any, or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Unitholders may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesUnits;
(dg) without limiting subsection (e) above, use its reasonable best efforts to register cause such Registrable Units to be registered with or qualify the Registrable Shares covered approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Partnership to enable the Unitholders holding such holder Registrable Units to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxesUnits;
(eh) notify the Unitholders holding such Registrable Units on a timely basis at any time when a prospectus covered by Prospectus relating to such registration statement and relating Registrable Units or any document related thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderthe Unitholders, prepare, file prepare and furnish to such holder Unitholders a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) make available upon reasonable notice and during normal business hours, for inspection by the Unitholders holding such Registrable Units, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent or representative retained by such Unitholders or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent documents and properties of the Partnership (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Partnership's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such Registration Statement. Any of the Information which the Partnership determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the Registration Statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court or governmental agency or authority of competent jurisdiction, (iii) such Information has been made generally available to the public through no breach of the nondisclosure obligations of the Inspectors or their Affiliates or (iv) such disclosure is required to be made under applicable law;
(j) use its reasonable best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) use its reasonable best efforts to obtain from its counsel an opinion or opinions in customary form, if required;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Partnership) for such Registrable Units;
(m) promptly issue to any underwriter to which the Unitholders holding such Registrable Units may sell shares in such offering certificates evidencing such Registrable Units;
(n) list such Registrable Units on any national securities exchange on which any Common Units are listed or, if the Corporation has delivered preliminary Common Units are not listed on a national securities exchange, use its reasonable best efforts to qualify such Registrable Units for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), or final prospectuses to such other national securities exchange or quotation system as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended Units shall reasonably request;
(o) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its Unitholders, as soon as reasonably practicable, earnings statements covering a period of 12 months beginning within three months after the effective date of the subject Registration Statement (which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, );
(p) otherwise use its reasonable best efforts to take all other steps necessary to effect the Corporation shall promptly notify registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable SharesUnits contemplated hereby; and
(gq) furnishcause senior representatives of the Partnership to participate in any "road show" or "road shows" reasonably requested by any underwriter of an underwritten or "best efforts" offering of Registrable Units. Each holder of the Registrable Units, at the request upon receipt of any holder whose notice from the Partnership of any event of the kind described in Section 5(h), shall forthwith discontinue disposition of the Registrable Shares are being registered Units pursuant to this Section 3, on the date that Registration Statement covering such Registrable Shares are delivered Units until such holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(h), and, if so directed by the Partnership, such holder shall deliver to the underwriters for sale Partnership all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing Prospectus covering such Registrable Units at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 2 contracts
Sources: Contribution Agreement (Atlas Pipeline Partners Lp), Contribution Agreement (Resource America Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of an offering and sale of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause a Registration Statement that registers such registration statement offering of Registrable Shares to contain a “Plan of Distribution” that permits the distribution of Securities pursuant to all means in compliance with Law, and to cause such Registration Statement to become and remain effective in accordance with Section 3.7(b) hereofpursuant to the terms of this Agreement for a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five (5) Business Days before filing a Registration Statement that registers such Registrable Shares, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to each Stockholder whose Registrable Shares are to be covered by such Registration Statement and to one counsel selected by the CCMP Investors for the benefit of the CCMP Investors whose Registrable Shares are to be covered by such Registration Statement (the “CCMP Investors’ Counsel”), one counsel selected by the AIMCo Investor for the benefit of the AIMCo Investor to the extent any of its Registrable Shares are to be covered by such Registration Statement (the “AIMCo Investor’s Counsel”), and one counsel selected by the Management Stockholders for the benefit of the Management Stockholders whose Registrable Shares are to be covered by such Registration Statement (the “Management Stockholders’ Counsel”), as well as copies of all such other documents proposed to be filed (it being understood that such five (5) Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as the Stockholders whose Registrable Shares are to be covered by such Registration Statement may reasonably propose;
(c) prepare and file with the Commission 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 period of at least 180 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the offering and sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify the CCMP Investors’ Counsel and the Management Stockholders’ Counsel promptly in writing of (i) any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto; (ii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose; and (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes, and in each case, provide the CCMP Investors’ Counsel, the AIMCo Investor’s Counsel and the Management Stockholders’ Counsel with copies of any relevant documentation in connection therewith;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or “blue sky” Laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things that may reasonably be necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller;
(f) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public Public Offering and sale or other disposition of such Registrable Shares (to the extent not publicly available on ▇▇▇▇▇ or the Company’s website);
(g) use its best efforts to cause such offering and sale of Registrable Shares to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Shares;
(dh) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions seller of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) Shares at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b5.5(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the Corporation “Inspectors”), all pertinent financial, business and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall reasonably be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement (and any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement; (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; (C) such Information has delivered preliminary or final prospectuses been made generally available to the holders public; or (D) the seller of Registrable Shares agrees that are being registered pursuant to this Section 3 and after having done so the prospectus it will, upon learning that disclosure of such Information is amended to comply with the requirements sought in a court of the Securities Actcompetent jurisdiction, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses give notice to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of Company and allow the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnishCompany, at the request Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(j) use its best efforts to obtain from its independent certified public accountants a “cold comfort” letter (or, in the case of any holder whose Registrable Shares are being registered pursuant to this Section 3such Person which does not satisfy the conditions for receipt of a “cold comfort” letter specified in Statement on Auditing Standards No. 72, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (ian “agreed upon procedures” letter) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from signed by the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwritersselling Stockholders, the Board, and the underwriter, if any, in customary form and covering such matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to the holder Stockholders selling Registrable Shares in such registration);
(l) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and other information meetings organized by the underwriters, take other actions to obtain ratings for any Registrable Shares (if they are eligible to be rated) and otherwise use its best efforts to cooperate as reasonably requested by the sellers of such Registrable Shares in the offering, marketing or selling of such Registrable Shares;
(m) provide a transfer agent and registrar (which may be the same Person and which may be the Company) for such Registrable Shares;
(n) issue to any underwriter to which any seller of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(o) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for quotation on the automated quotation system of the NASDAQ, National Market System, Euronext or such other national securities exchange as the holders making of a majority of such Registrable Shares included in such registration shall request;
(p) register such Registrable Shares under the Exchange Act, and otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but not later than eighteen (18) months after the effective date, earnings statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings to be made with FINRA; and
(q) use its best efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby.
Appears in 2 contracts
Sources: Stockholders’ Agreement, Stockholders’ Agreement (Milacron Holdings Corp.)
Preparation and Filing. (a) If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable, and to the fullest extent permitted by applicable law:
(ai) prepare and file with the Commission SEC a registration statement with respect to Registration Statement that registers such securities Registrable Securities and use its best commercially reasonable efforts to cause such registration statement Registration Statement (or any post-effective amendment thereto) to become effective as promptly as practicable, and remain effective for a period of 120 days or until the distribution contemplated in accordance such Registration Statement of all of such Registrable Securities have been completed (if earlier); provided, however, that: such 120 day period shall be extended for a period of time equal to the period a Shareholder refrains, at the request of an underwriter of the Company, from selling any securities included in such registration; provided, further, in the case of any registration of Registrable Securities on Form S-3 or Form F-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with Section 3.7(b) hereofapplicable SEC rules, such Registration Statement shall be kept effective until all such Registrable Securities are sold;
(bii) furnish, in reasonable advance of any public filing, drafts of a Registration Statement that registers Registrable Securities, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one special counsel selected by a Shareholder Majority (the “Shareholders’ Counsel”) copies of all such documents proposed to be filed, and consider in good faith any comments of any Shareholder selling Registrable Securities and their respective counsel on such documents;
(iii) prepare and file with the 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 until for the earlier lesser of the period required pursuant to clause (i) of this Section 6(a) or until all of the sale Registrable Securities have been disposed of all Registrable Shares covered thereby or (iiif earlier) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementSecurities;
(civ) notify the Shareholders’ Counsel promptly in writing (A) of any comments by the SEC with respect to such Registration Statement or Prospectus, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (B) of the effectiveness of such Registration Statement or any amendment thereto or of the filing of such Prospectus or any supplement thereto and the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any amendment thereto or the initiation of any proceedings for that purpose and (C) 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 threatening of any proceeding for such purposes;
(v) use its commercially reasonable efforts to register or qualify, or obtain exemption from the registration or qualification requirements for, Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller of the Registrable Securities reasonably requests and take any and all other measures and do all other things which may be reasonably necessary or advisable to enable such seller of the Registrable Securities to consummate the disposition thereof in such jurisdictions; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this clause (v);
(vi) use its commercially reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, use its commercially reasonable best efforts to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Shareholders of the issuance of any such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose;
(vii) furnish without charge to each holder whose seller of the Registrable Shares are being registered pursuant to this Section 3 Securities such number of copies of any summary prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of the Registrable Securities may reasonably request in order to facilitate the public sale or other disposition of such the Registrable SharesSecurities;
(dviii) use its best efforts prepare, file and/or make available to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale and/or Shareholders any documents that comply with all relevant applicable regulations and that do not have any material omissions or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxesmisstatements;
(eix) notify on a timely basis each seller of the Registrable Securities at any time when a prospectus covered by such registration statement and Prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act within the appropriate period mentioned in clause (i) of Section 3.7(b6(a) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing andexisting, at the request of such holder, prepare, promptly prepare and file and furnish a supplement or amendment to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such sharessupplemented or amended, such prospectus Prospectus shall not cease to include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingin which they were made;
(fx) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers make available for inspection by any seller of the Registrable Shares; andSecurities, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other representative retained by any such seller or underwriter, all pertinent financial, business and other records and documents as shall be reasonably necessary to enable them to conduct appropriate due diligence, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or other representative in connection with such Registration Statement;
(gxi) furnishuse its commercially reasonable efforts to obtain from its independent certified public accountants a “comfort” letter in customary form and covering such matters of the type customarily covered by comfort letters;
(xii) use its commercially reasonable efforts to provide (A) a legal opinion of the Company’s outside counsel dated the effective date of such registration statement addressed to the Company and to each Shareholder selling Registrable Securities addressing the validity of the Registrable Securities being offered thereby, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, (B) on the date that such Registrable Shares Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 sale, if such securities Registrable Securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective or, if such securities Registrable Securities are not being sold through underwriters, on the closing date of the applicable sale, (i1) an opinionone or more legal opinions of the Company’s outside counsel, dated such date, in form and substance as customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the counsel representing Holders assisting in the Corporation for sale of the purposes Registrable Securities and (2) one or more “negative assurances letters” of the Company’s outside counsel, dated such registrationdate, in form and substance as is customarily given to underwriters in an underwritten public offering or, in the case of a non-underwritten offering, to the broker, placement agent or other agent of the Shareholders assisting in the sale of the Registrable Securities, in each case, addressed to the underwriters, if any, and or, if requested, in the case of a non-underwritten offering, to the holder broker, placement agent or holders making other agent of the Shareholders assisting in the sale of the Registrable Securities and (C) customary certificates executed by authorized officers of the Company as may be requested by any Shareholder or any underwriter of such requestRegistrable Securities;
(xiii) obtain the approval of all Governmental Authorities and self-regulatory bodies as may be necessary to effect the registration of the Registrable Securities and consummate the disposition of such Registrable Securities pursuant to the Registration Statement;
(xiv) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and request the registrar to provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(xv) list the Registrable Securities on any United States national securities exchange on which any ADSs are listed;
(xvi) notify each Shareholder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;
(xvii) after such Registration Statement becomes effective, notify each Shareholder of any request by the SEC that the Company amend or supplement such registration statement or Prospectus;
(xviii) make available one or more senior executives for participation in roadshows and other marketing activities in connection with any Underwritten Offering as the Company and the underwriters for such offering may reasonably agree, but in any event subject to the limitation that such officer’s or officers’ participation shall not negatively interfere with the Company’s normal course of business; and
(xix) otherwise use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby.
(b) Each Holder of Registrable Securities that sells Registrable Securities pursuant to a registration under this Agreement agrees that during such time as such seller may be engaged in a distribution of the Registrable Securities, such seller shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things: (i) distribute the Registrable Securities under the Registration Statement solely in the manner described in the Registration Statement covering such Registrable Securities; and (ii) a letter dated cease distribution of the Registrable Securities pursuant to such date, Registration Statement upon receipt of written notice from the independent certified public accountants Company that the Prospectus covering the Registrable Securities contains any untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requeststatements therein not misleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Freeline Therapeutics Holdings PLC), Registration Rights Agreement (Freeline Therapeutics Holdings PLC)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable SharesShares under the Securities Act or to assist in effecting a Takedown Offering, the Corporation Company shall, as expeditiously as practicablepracticable and as applicable:
(a) prepare and file with the Commission a registration statement 5.1. with respect to such securities a registration under Sections 2 and 3 of this Agreement, use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective for a period of 180 days (or for three years, in accordance with the case of a Shelf Registration) or until all of such Registrable Shares have been disposed of (if earlier), provided, however, that the Company may discontinue any registration of its securities that is being effected pursuant to Section 3.7(b) hereof3 hereof at any time prior to the effective date of the registration statement relating thereto;
5.2. furnish, at least five business days (bor one Business Day in connection with a Takedown Offering) before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or to a Takedown Offering or any amendments or supplements relating to such a registration statement or prospectus, to each holder of Registrable Shares, to any Selling Holders and to the Selling Holders’ Counsel, copies of all such documents proposed to be filed with the SEC (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
5.3. prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least the periods set forth in this Agreement or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the registration of the sale or other disposition of all such Registrable Shares;
5.4. notify in writing the Selling Holders promptly (i) of the receipt by the Company of any notification with respect to any comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
5.5. use its best efforts to register or qualify such Registrable Shares covered by such registration statementstatement under such other securities or blue sky laws of such jurisdictions as any Selling Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition in such jurisdictions of the Registrable Shares owned by such Selling Holder; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this Section 5.5;
(c) 5.6. furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Holder on a timely basis, such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(d) 5.7. use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at 5.8. during any time when period in which a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act Act, notify on a timely basis each Selling Holder within the appropriate period mentioned in Section 3.7(b) hereof5.1, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderSelling Holder, prepare, file prepare and furnish to such holder Selling Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
5.9. make available for inspection by any counsel to any Selling Holder and the Selling Holders’ Counsel or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such underwriter (fcollectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to conduct their due diligence investigation, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission of a material fact in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has otherwise been made generally available to the public. The Selling Holder agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
5.10. use its best efforts to obtain from its independent certified public accountants “comfort” letters in customary form and at customary times and covering matters of the type customarily covered by comfort letters;
5.11. use its best efforts to obtain from its counsel an opinion or opinions in customary form;
5.12. provide a transfer agent and registrar (which may be the same entity and which may not be the Company) for such Registrable Shares;
5.13. issue to any underwriter to which any Selling Holder may sell shares in such offering certificates evidencing such Registrable Shares;
5.14. list such Registrable Shares on any national securities exchange on which any shares of the Common Shares are listed or if the Corporation has delivered preliminary or final prospectuses Common Shares are not then listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for listing on such national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall request;
5.15. otherwise use its best efforts to comply with all applicable rules and regulations of the requirements SEC and, if required under such rules and regulations, make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, ;
5.16. use its best efforts to take all other steps necessary to effect the Corporation shall promptly notify registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to or the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable SharesTakedown Offering contemplated hereby; and
(g) furnish, 5.17. use its best efforts to make available its senior executive and financial officers to participate at the reasonable request of any holder whose Registrable Shares are being registered pursuant underwriter in marketing presentations to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestpotential investors.
Appears in 2 contracts
Sources: Registration Rights Agreement (OneBeacon Insurance Group, Ltd.), Registration Rights Agreement (OneBeacon Insurance Group, Ltd.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its reasonable best efforts to effect the registration of any Registrable Ordinary Shares, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause a Registration Statement that registers such registration statement Ordinary Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 90 days or until all of such Ordinary Shares have been disposed of (if earlier);
(bii) furnish, at least 5 Business Days before filing a Registration Statement that registers such Ordinary Shares, a prospectus relating thereto or any amendments or supplements relating to such a Registration Statement or such prospectus, to one counsel acting on behalf of all selling shareholders selected by Apollo and GHK (the “Sellers’ Counsel”), copies of all such documents proposed to be filed (it being understood that such 5 Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(iii) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the earlier all of (i) the sale such Ordinary Shares have been disposed of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition Transfer of all Registrable Shares covered by such registration statementOrdinary Shares;
(civ) promptly notify the Sellers’ Counsel in writing (A) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement, Preliminary Prospectus, Prospectus or Issuer Free Writing Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Ordinary Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its reasonable best efforts to register or qualify such Ordinary Shares under such other securities or blue sky laws of such jurisdictions as any selling Shareholder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the holders of such Ordinary Shares to consummate their disposition in such jurisdictions, provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or required to be qualified pursuant to Applicable Law or to take any action which would subject it to general service of process or subject itself to taxation in any such jurisdiction where it is not then so subject;
(vi) without limiting subsection (v) above, use its reasonable best efforts to cause such Ordinary Shares to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Ordinary Shares to consummate the Transfer of such Ordinary Shares;
(vii) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 selling Shareholder and the underwriters, if any, such number of copies of such Registration Statement, any summary prospectus amendments thereto, any exhibits thereto or other prospectusdocuments incorporated by reference therein (but only to the extent not publicly available on ▇▇▇▇▇ or the Company’s website), including a preliminary prospectusany Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus (each in conformity with the requirements of the Securities Act), and such other documents as such holder selling Shareholder or underwriters may reasonably request in order to facilitate the public sale or other such selling Shareholders disposition of such Registrable SharesEquity Securities;
(dviii) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify in writing on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) selling Shareholder at any time when a prospectus covered by such registration statement and relating thereto the Prospectus is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofAct, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderShareholder, prepare, file if necessary, an amendment to the Registration Statement and furnish to such holder Shareholder a reasonable number of copies reasonably requested by such Shareholder of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such sharesOrdinary Shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) use its’ reasonable best efforts to prevent the issuance of an Order suspending the effectiveness of a Registration Statement, and if one is issued, use its reasonable best efforts to obtain the Corporation has delivered preliminary or final prospectuses withdrawal of any Order suspending the effectiveness of a Registration Statement as soon as possible;
(x) retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed pursuant to the holders Rules and Regulations; and if at any time during such registration any event shall have occurred as a result of Registrable Shares which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit 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, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus to effect compliance with the Securities Act and the Rules and Regulations, to notify promptly in writing the selling Shareholders and underwriters and, upon any of their reasonable request, to file such document and to prepare and furnish without charge to each selling Shareholder and underwriter as many copies as each such selling Shareholder and underwriter may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that are being registered will correct such conflict, statement or omission or effect compliance with the Securities Act and the Rules and Regulations;
(xi) make available for inspection by the selling Shareholders, the Sellers’ Counsel or any underwriter participating in any disposition pursuant to this Section 3 such Registration Statement and after having done so any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the prospectus is amended “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company and its Subsidiaries (collectively, the “Records”), as shall be reasonably necessary to comply enable them to exercise their due diligence responsibility, and cause the Company’s officers, managers and employees to supply all information (together with the requirements Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement. Any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, any Preliminary Prospectus, the Prospectus, and Issuer Free Writing Prospectus or any amendment or supplement thereto, (ii) the release of such Information is ordered pursuant to a subpoena or other Order of a competent jurisdiction or (iii) such Information has been made generally available to the public. The selling Shareholders agree that they will, upon learning that disclosure of such Information is sought by a Governmental Authority, give prompt written notice to the Company and use their reasonable best efforts to allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(xii) in the case of an Underwritten Offering, use its reasonable best efforts to obtain, from its accountants, a “cold comfort” letter in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xiii) use its reasonable best efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to the Shareholders selling Ordinary Shares in such registration) and, in the case of an Underwritten Offering, use its reasonable best efforts to obtain, from its counsel, an opinion or opinions in customary form;
(xiv) provide a transfer agent and registrar (which may be the same entity) for such Ordinary Shares and a CUSIP number for such Ordinary Shares, in each case no later than the effective date of such registration;
(xv) upon the request of any underwriter, issue to any underwriter to which any selling Shareholder may sell Ordinary Shares in such offering, certificates evidencing such Equity Securities;
(xvi) upon the request of Apollo or GHK, list such Ordinary Shares on any national securities exchange on which any shares of Equity Securities are listed or, if no such shares are listed on a national securities exchange, use its reasonable best efforts to qualify such Ordinary Shares for inclusion on the automated quotation system of FINRA or such other national securities exchange as Apollo and GHK shall request;
(xvii) in connection with an Underwritten Offering, participate, to the extent requested by the managing underwriter for the offering or Apollo or GHK, in customary efforts to sell the Ordinary Shares being offered, cause such steps to be taken as to ensure the good faith participation of senior management officers of the Company in “road shows” as is customary and take such other actions as the underwriters, Apollo or GHK may request in order to expedite or facilitate the Transfer of Ordinary Shares;
(xviii) cooperate with each Shareholder and each underwriter participating in the disposition of Ordinary Shares and their respective counsel in connection with any filings required to be made with FINRA, including, if appropriate, the pre-filing of the Prospectus as part of a shelf Registration Statement in advance of an Underwritten Offering;
(xix) make available to its security holders, as soon as reasonably practicable but not later than eighteen (18) months after the effective date, earnings statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 9(a) of the Securities Act and Rule 158 thereunder;
(xx) during the period when the Prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Corporation shall promptly notify such holders andCommission, if requestedincluding pursuant to Sections 13(a), such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and13(c), following receipt 14, or 15(d) of the revised prospectuses, such holders shall be free Exchange Act;
(xxi) otherwise use its reasonable best efforts to resume making offers of the Registrable Sharescomply with all applicable Rules and Regulations; and
(gxxii) furnish, at the request of any holder whose Registrable Shares are being registered pursuant use its reasonable best efforts to this Section 3, on the date that such Registrable Shares are delivered take all other steps necessary to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that effect the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestOrdinary Shares contemplated hereby.
Appears in 2 contracts
Sources: Shareholder Agreements (Norwegian Cruise Line Holdings Ltd.), Shareholder Agreement (Norwegian Cruise Line Holdings Ltd.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best commercially reasonable efforts to effect the registration of an offering of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:practicable (but subject to the timing provisions in Section 2.2 with respect to “overnight” or “bought” offerings):
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best commercially reasonable efforts to cause a Registration Statement that registers such registration statement offering of Registrable Shares to contain a “Plan of Distribution” that permits the distribution of Securities pursuant to all means in compliance with Law, and to cause such Registration Statement to become and remain effective in accordance with Section 3.7(bpursuant to the terms of this Agreement for a period of one hundred eighty (180) hereofdays or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five (5) Business Days before filing a Registration Statement that registers such Registrable Shares, a Prospectus relating thereto, or, with respect to an effective Shelf Registration Statement, a prospectus supplement to the Prospectus included in such Shelf Registration Statement, and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by the Designated Representative for the benefit of the Sellers whose Registrable Shares are to be covered by such Registration Statement (the “Sellers’ Counsel”), copies of all such documents proposed to be filed (it being understood that such five (5) Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as the Sellers whose Registrable Shares are to be covered by such Registration Statement may reasonably propose;
(c) prepare and file with the Commission 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 period of at least one hundred eighty (180) days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition offering of all such Registrable Shares covered by such registration statementShares;
(cd) notify the Sellers’ Counsel promptly in writing of (i) any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto; (ii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose; and (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its commercially reasonable efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any Seller of Registrable Shares reasonably requests and do any and all other acts and things that may reasonably be necessary or advisable to enable such Seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such Seller; provided, however, that the Company will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any jurisdiction where it is not then so subject;
(f) furnish to each holder whose Seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Seller of Registrable Shares may reasonably request in order to facilitate the public sale offering of such Registrable Shares (to the extent not publicly available on ▇▇▇▇▇ or the Company’s website);
(g) use its commercially reasonable efforts to cause such offering of Registrable Shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Seller or Sellers thereof to consummate the disposition of such Registrable Shares;
(dh) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions Seller of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) Shares at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b2.4(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderSeller, prepare, file prepare and furnish to such holder Seller a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if make available for inspection by any Seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such Seller or underwriter (collectively, the Corporation “Inspectors”), all pertinent financial, business and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall reasonably be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement. Any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement; (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has delivered preliminary or final prospectuses been made generally available to the holders public. The Seller of Registrable Shares agrees that are being registered pursuant to this Section 3 and after having done so the prospectus it will, upon learning that disclosure of such Information is amended to comply with the requirements sought in a court of the Securities Actcompetent jurisdiction, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses give notice to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of Company and allow the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnishCompany, at the request Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(j) use its commercially reasonable efforts to obtain from its independent certified public accountants a “cold comfort” letter (or, in the case of any holder whose Registrable Shares are being registered pursuant to this Section 3such Person which does not satisfy the conditions for receipt of a “cold comfort” letter specified in Statement on Auditing Standards No. 72, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (ian “agreed upon procedures” letter) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from signed by the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwritersSellers selling Registrable Shares in such registration, the Board, and the underwriter, if any, in customary form and covering such matters of the type customarily covered by cold comfort letters and use its commercially reasonable efforts to obtain the reports of its independent petroleum engineers relating to the holder oil and gas reserves of the Company if the Company has had its reserves prepared, audited or reviewed by an independent petroleum engineer;
(k) use its commercially reasonable efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to the Sellers selling Registrable Shares in such registration);
(l) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and other information meetings organized by the underwriters, take other actions to obtain ratings for any Registrable Shares (if they are eligible to be rated) and otherwise use its commercially reasonable efforts to cooperate as reasonably requested by the Sellers of such Registrable Shares in the offering, marketing or selling of such Registrable Shares; provided, that, the gross proceeds for such offering are reasonably anticipated by the managing underwriters to be in excess of forty million dollars ($40,000,000); provided, further that such officers shall not be required to participate in such presentations at any “road shows” and before analysts and rating agencies, as the case may be, more than once in a 365 day period; provided, further that, if an offering and sale of Registrable Shares is not consummated in connection with such “road show”, participation by such officers shall be increased to not more than two such “road shows” in a 365 day period;
(m) provide a transfer agent and registrar (which may be the same Person and which may be the Company) for such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is not listed on a national securities exchange, use its commercially reasonable efforts to qualify such Registrable Shares for quotation on the automated quotation system of the NYSE, National Market System, Euronext or such other national securities exchange as the holders making of a majority of such Registrable Shares included in such registration shall request;
(o) register such Registrable Shares under the Exchange Act, and otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but not later than eighteen (18) months after the effective date, earnings statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 1(a) of the Securities Act and Rule 158 thereunder;
(p) not take any direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable; and
(q) use its commercially reasonable efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby.
Appears in 2 contracts
Sources: Registration Rights Agreement (Clayton Williams Energy Inc /De), Warrant and Preferred Stock Purchase Agreement (Clayton Williams Energy Inc /De)
Preparation and Filing. (a) If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause a Registration Statement that registers such registration statement Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier);
(bii) furnish, at least five business days before filing a Registration Statement that registers such Registrable Shares, a Prospectus relating thereto or any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by the Investors (the "INVESTORS' COUNSEL"), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investors' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(iii) prepare and file with the Commission 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 at least a period of 180 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(civ) notify the Investors' Counsel promptly in writing (A) of the receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such Registration Statement or Prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (C) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes, and, in each of the foregoing cases, such notice shall include a copy of the notification with respect to which the notice is being given;
(v) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Investors reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; PROVIDED, HOWEVER, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this clause (v) or to provide any material undertaking or make any changes in its by-laws or certificate of incorporation which the Board determines to be contrary to the best interests of the Corporation or to modify any of its contractual relationships then existing;
(vi) furnish to each holder whose the Investors holding such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus, if any, or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dvii) without limiting clause (v) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable the sellers holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eviii) notify on a timely basis each seller holding such Registrable Shares at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofAct, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder sellers a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) subject to the execution of confidentiality agreements in form and substance reasonably satisfactory to the Corporation, make available upon reasonable notice and during normal business hours, for inspection by any seller holding such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "INSPECTORS"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "RECORDS"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "INFORMATION") reasonably requested by any such Inspector in connection with such Registration Statement. Any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (C) such Information has been made generally available to the public; the Investors agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(x) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(xi) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(xii) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares;
(xiii) obtain a CUSIP number for and issue to any underwriter to which the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(xiv) cause senior representatives of the Corporation to participate in any "road show" or "road shows" reasonably requested by any underwriter of an underwritten or "best efforts" offering of Registrable Shares;
(xv) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on any national securities exchange (including, without limitation, the New York Stock Exchange) or final prospectuses to the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASDAQ"), as the holders of a majority of such Registrable Shares shall reasonably request;
(xvi) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and
(xvii) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby.
(b) Each holder of Registrable Shares that are being registered sells Registrable Shares pursuant to a registration under this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify Agreement agrees that during such holders and, if requested, time as such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall seller may be free to resume making offers engaged in a distribution of the Registrable Shares, such seller shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things: (i) not engage in any stabilization activity in connection with the Securities of the Corporation in contravention of such rules; and
(gii) furnish, at distribute the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on under the date that Registration Statement solely in the manner described in the Registration Statement; and (iii) cease distribution of such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on Registration Statement upon receipt of written notice from the date Corporation that the registration Prospectus covering the Registrable Shares contains any untrue statement with respect of a material fact or omits a material fact required to such securities becomes effective if such securities are be stated therein or necessary to make the statements therein not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestmisleading.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dj Orthopedics Capital Corp), Registration Rights Agreement (Dj Orthopedics Inc)
Preparation and Filing. (a) If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(ai) prepare and file with the Commission use commercially reasonable efforts to cause a registration statement with respect that registers such Registrable Shares to such securities become effective and use its best efforts to cause keep such registration statement effective for a period of up to become one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (a) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holders refrain, at the request of an underwriter of Common Stock (or other securities) of the Corporation, from selling any securities included in such registration, and remain effective (b) in accordance the case of any registration of Registrable Shares on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with Section 3.7(b) hereofapplicable Commission rules, such obligation shall extend until there are no longer any Registrable Shares outstanding;
(bii) furnish, as far in advance as possible but in no event less than five (5) business days before filing a registration statement, amendment or prospectus supplement, as applicable, that registers Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to each Holder with copies of all such documents proposed to be filed, and shall use commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as the holders of Registrable Shares whose Registrable Shares are to be covered by such registration statement or other document may reasonably propose and shall not file any such document to which any Holder objects in writing without using reasonable efforts to resolve any such objections (and the Corporation and the Holders agree to cooperate in good faith to promptly, and in any case within five business days, resolve any such objections), unless in the judgment of the Corporation such filing is necessary to comply with applicable law;
(iii) prepare and file with the 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 until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act in order to enable the disposition of the Registrable Shares subject to such registration;
(iv) notify in writing each Holder (A) of the receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the receipt by the Corporation of any notification with respect to the sale issuance by the Commission of any stop order suspending the effectiveness of such registration statement or other disposition prospectus or any amendment or supplement thereto or the initiation or threatening of all any proceeding for that purpose and (C) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares covered by for sale in any jurisdiction or the initiation or threatening of any proceeding for such registration statementpurposes;
(cv) use commercially reasonable efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the holders of Registrable Shares reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable each Holder to consummate the disposition in such jurisdictions of the Registrable Shares owned by such Holder; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 6(a)(v);
(vi) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Holder such number of copies of any summary prospectus or other a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as any such holder Holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dvii) without limiting this Section 6(a)(v), use its best commercially reasonable efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable each Holder holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eviii) notify each Holder holding such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of or any event as a result of which the prospectus included in such registration, as then in effect, document related thereto includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file any Holder prepare and furnish to such holder Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) make available upon reasonable notice and during normal business hours, for inspection by each Holder holding such Registrable Shares, the FF Beneficial Investor (provided that the FF Beneficial Investor remains a Holder holding such Registrable Shares), any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by such Holder, the FF Beneficial Investor (if applicable) or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent documents and properties of the Corporation (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the registration statement, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court or governmental agency or authority of competent jurisdiction, (C) such Information has delivered preliminary been made generally available to the public through no breach of the nondisclosure obligations of the Inspectors or final prospectuses their Affiliates or (D) such disclosure is required to be made under applicable law;
(x) prevent the issuance of an order suspending the effectiveness of a registration statement, and if one is issued, use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible moment;
(xi) use commercially reasonable efforts to obtain from its independent certified public accountants “cold comfort” letters in customary form and at customary times and covering matters of the type customarily covered by “cold comfort” letters;
(xii) use commercially reasonable efforts to obtain from its counsel an opinion or opinions in customary form (which shall also be addressed to the holders selling Registrable Shares);
(xiii) enter into such customary agreements (including, if applicable, an underwriting agreement in customary form, including customary representations, warranties, covenants and indemnities) and take such action as the underwriters may reasonably request in order to expedite or facilitate the disposition of Registrable Shares;
(xiv) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares;
(xv) permit any selling stockholder that might reasonably be deemed a controlling Person of the Corporation to participate in the preparation of a registration statement and to require the insertion therein of material which, in the reasonable judgment of such stockholder and its counsel, should be included;
(xvi) promptly issue to any underwriter to which any Holder holding such Registrable Shares that may sell shares in such offering certificates evidencing such Registrable Shares;
(xvii) in connection with an underwritten offering, participate, to the extent reasonably requested by the managing underwriter for the offering or any Holder selling Registrable Shares in the offering, in customary efforts to sell Registrable Shares being offered, and cause such steps to be taken to ensure good faith participation of senior management officers of the Corporation in due diligence meetings and “road shows” as is customary;
(xviii) use commercially reasonable efforts to list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are being registered pursuant to this Section 3 and after having done so the prospectus is amended to listed;
(xix) comply with the requirements all applicable rules and regulations of the Securities ActCommission and make available to its security holders, as soon as reasonably practicable, earnings statements covering a period of twelve (12) months beginning within three months after the Corporation shall promptly notify effective date of the subject registration statement; and
(xx) otherwise use commercially reasonable efforts to take all other steps necessary to effect the registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers contemplated hereby.
(b) Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Corporation of any event of the kind described in Section 6(a)(viii), shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(a)(viii), and, if so directed by the Corporation, such holder shall deliver to the underwriters for sale Corporation all copies, other than permanent file copies then in such holder’s possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
(c) The Corporation shall not permit any officer, director, underwriter, broker or any other Person acting on behalf of the Corporation to use any Free Writing Prospectus in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriterscovering Registrable Shares, (i) an opinion, dated such date, without the prior written consent of the counsel representing Holders of a majority of the Corporation for Registrable Shares then outstanding, which consent shall not be unreasonably withheld or delayed. Any consent to the purposes use of a Free Writing Prospectus included in an underwriting agreement to which the Holders are parties shall be deemed to satisfy the requirement of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestconsent.
Appears in 2 contracts
Sources: Registration Rights Agreement (Bright Health Group Inc.), Investment Agreement (Bright Health Group Inc.)
Preparation and Filing. (a) If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as reasonably practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective until the first to occur of (A) the date upon which all of such Registrable Shares have been disposed of, and (B) the later of (x) ninety (90) days past the effective date of such registration statement or (y) to the extent that the applicable holder of such Registrable Shares is restricted or limited in accordance with Section 3.7(bits ability to sell all of its Registrable Shares within such ninety (90) hereofday period under applicable securities laws, the date on which such restrictions or limitations are no longer applicable to such holder;
(bii) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the Requisite Investors (the “Investors’ Counsel”), copies of all such documents proposed to be filed, and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as the Investors whose Registrable Shares are to be covered by such registration statement may reasonably propose and shall not file any such document to which the Investors object in writing, unless in the judgment of the Company such filing is necessary to comply with applicable law;
(iii) prepare and file with the 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 until during the earlier of (iperiod set forth in Section 5(a)(i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, above and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(civ) notify in writing the Investors’ Counsel (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its reasonable best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the holders of Registrable Shares reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investors to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Investors; provided, however, that the Company will not be required to qualify to do business, subject itself to general taxation or consent to service of process in any jurisdiction where it would not otherwise be required to do so but for this Agreement;
(vi) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Investors such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Investors may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dvii) use its best efforts to register or qualify notify the Investors holding such Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as on a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of or any event as a result of which the prospectus included in such registration, as then in effect, document related thereto includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file the Investors prepare and furnish to such holder Investors a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fviii) make available upon reasonable notice and during normal business hours, for inspection by any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent documents, and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, managers, and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the registration statement, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court or governmental agency or authority of competent jurisdiction, (C) such Information has been made generally available to the public through no breach of the nondisclosure obligations of the Inspectors or their Affiliates, or (D) such disclosure is required to be made under applicable law;
(ix) use its reasonable best efforts to prevent the issuance of an order suspending the effectiveness of a registration statement, and if one is issued, use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible moment;
(x) use its reasonable best efforts to obtain from its independent certified public accountants “cold comfort” letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(xi) use its reasonable best efforts to obtain from its counsel an opinion or opinions in customary form;
(xii) enter into such customary agreements (including, if applicable, an underwriting agreement in customary form, including customary representations, warranties, covenants and indemnities) and take such action as the underwriters may reasonably request in order to expedite or facilitate the disposition of Registrable Shares;
(xiii) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(xiv) permit any selling equity holder that might reasonably be deemed a controlling Person of the Company to participate in the preparation of a registration statement;
(xv) promptly issue to any underwriter to which the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(xvi) in connection with an underwritten offering, participate, to the extent reasonably requested by the managing underwriter for the offering or the Investors selling Registrable Shares in the offering, in customary efforts to sell Registrable Shares being offered, and cause such steps to be taken to ensure good faith participation of senior management officers of the Company in due diligence meetings and “road shows” as is customary;
(xvii) use its reasonable best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc., or such other national securities exchange on which any shares of Common Stock are listed or quoted, or, if the Corporation has delivered preliminary Common Stock is not then listed or final prospectuses quoted, use reasonable best efforts to list such Registrable Shares on a national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall reasonably request;
(xviii) otherwise use its reasonable best efforts to comply with the requirements all applicable rules and regulations of the Securities ActCommission and make available to its securityholders, as soon as reasonably practicable, earnings statements covering a period of 12 months beginning within three months after the Corporation shall promptly notify effective date of the subject registration statement; and
(xix) otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers contemplated hereby.
(b) Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Company of any event of the kind described in Section 5(a)(vii) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(a)(vii) hereof, and, if so directed by the Company, such holder shall deliver to the underwriters for sale Company all copies, other than permanent file copies then in such holder’s possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
(c) The Company shall not permit any officer, director, manager, underwriter, broker or any other Person acting on behalf of the Company to use any Free Writing Prospectus in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriterscovering Registrable Shares, (i) an opinion, dated such date, without the prior written consent of the counsel representing Requisite Investors, which consent shall not be unreasonably withheld or delayed. Any consent to the Corporation for use of a Free Writing Prospectus included in an underwriting agreement to which the purposes Investors are parties shall be deemed to satisfy the requirement of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestconsent.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pluralsight, Inc.), Registration Rights Agreement (Pluralsight, Inc.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause a Registration Statement that registers such registration statement Registrable Securities to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 180 days or until all of such Registrable Securities have been transferred (if earlier);
(bii) furnish, at least five Business Days before filing a Registration Statement that registers such Registrable Securities, any Preliminary Prospectus and the Prospectus relating thereto or any amendments or supplements relating to such a Registration Statement or such prospectuses, to one counsel acting on behalf of all selling Stockholders selected by Apollo (the “Sellers’ Counsel”), copies of all such documents proposed to be filed (it being understood that such five Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as the Stockholders whose Registrable Securities are to be covered by such Registration Statement may reasonably propose;
(iii) prepare and file with the Commission 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 at least a period of 180 days or until the earlier all of such Registrable Securities have been transferred (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition transfer of all such Registrable Shares covered by such registration statementSecurities;
(civ) promptly notify the Sellers’ Counsel in writing (A) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any selling Stockholder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the holders of such Registrable Securities to consummate the transfer in such jurisdictions;
(vi) without limiting subsection (v) above, use its best efforts to cause such Registrable Securities to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the transfer of such Registrable Securities;
(vii) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 selling Stockholder and the underwriters, if any, such number of copies of such Registration Statement, any summary prospectus amendments thereto, any exhibits thereto or other prospectusdocuments incorporated by reference therein (but only to the extent not publicly available on ▇▇▇▇▇ or the Company’s website), including a preliminary prospectusany Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus (each in conformity with the requirements of the Securities Act), and such other documents as such holder selling Stockholder or underwriters may reasonably request in order to facilitate the public offering and sale or other disposition transfer of such Registrable SharesSecurities;
(dviii) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify in writing on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) selling Stockholder at any time when a prospectus covered by such registration statement and relating thereto the Prospectus is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofAct, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderStockholder, prepare, file prepare and furnish to such holder Stockholder a reasonable number of copies reasonably requested by such Stockholder of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such sharesRegistrable Securities, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) use its best efforts to prevent the issuance of an Order suspending the effectiveness of a Registration Statement, and if one is issued, use its best efforts to obtain the Corporation has delivered preliminary or final prospectuses withdrawal of any Order suspending the effectiveness of a Registration Statement as soon as possible;
(x) retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed pursuant to the holders Rules and Regulations; and if at any time after the date thereof any event shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit 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, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus in order to effect compliance with the Securities Act and the Rules and Regulations, to notify promptly in writing the selling Stockholders and underwriters and, upon request, to file such document and to prepare and furnish without charge to each selling Stockholder and underwriter as many copies as each such selling Stockholder and underwriter may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect compliance with the Securities Act and the Rules and Regulations;
(xi) make available for inspection by the selling Stockholders, the Sellers’ Counsel or any underwriter participating in any transfer pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, managers and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement. Any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Information is ordered pursuant to a subpoena or other Order from a Governmental Authority or (iii) such Information has been made generally available to the public. The selling Stockholders agree that they will, upon learning that disclosure of such Information is sought by a Governmental Authority, give prompt written notice to the Company and use their reasonable commercial efforts to allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(xii) in the case of an Underwritten Offering, use its best efforts to obtain from its Accountants a “comfort” letter in customary form and covering such matters of the type customarily covered by comfort letters;
(xiii) in the case of an Underwritten Offering, use its best efforts to obtain from its counsel an opinion or opinions in customary form (which shall also be addressed to the Stockholders selling Registrable Securities in such registration);
(xiv) provide a transfer agent and registrar (which may be the same entity) for such Registrable Securities and a CUSIP number for such Registrable Securities, in each case no later than the effective date of such registration;
(xv) upon the request of any underwriter, issue to any underwriter to which any selling Stockholder may sell Registrable Securities in such offering, certificates evidencing such Registrable Securities;
(xvi) list such Registrable Securities on any national securities exchange on which any shares of Common Stock are listed or, if no such shares are listed on a national securities exchange, use its best efforts to qualify such Registrable Securities for inclusion on such national securities exchange as Apollo shall request;
(xvii) in connection with an Underwritten Offering, participate, to the extent requested by the managing underwriter for the offering or Apollo, in customary efforts to sell the Registrable Securities being offered, cause such steps to be taken as to ensure the good faith participation of senior management officers of the Company in “road shows” as is customary and take such other actions as the underwriters or Apollo may request in order to expedite or facilitate the transfer of Registrable Shares that are being registered pursuant Securities;
(xviii) cooperate with each Stockholder and each underwriter participating in the transfer of Registrable Securities and their respective counsel in connection with any filings required to this Section 3 and after having done so the prospectus is amended to comply be made with the requirements Financial Industry Regulatory Authority, Inc. (“FINRA”), including, if appropriate, the pre-filing of the Prospectus as part of a shelf Registration Statement in advance of an Underwritten Offering;
(xix) make available to its security holders, as soon as reasonably practicable but not later than 18 months after the effective date, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 3(a) of the Securities Act and Rule 158 thereunder;
(xx) during the period when the Prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Corporation shall promptly notify such holders andCommission, if requestedincluding pursuant to Sections 13(a), such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and13(c), following receipt 14, or 15(d) of the revised prospectuses, such holders shall be free Exchange Act;
(xxi) otherwise use its best efforts to resume making offers of the Registrable Sharescomply with all applicable Rules and Regulations; and
(gxxii) furnish, at use its best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestSecurities contemplated hereby.
Appears in 2 contracts
Sources: Stockholders Agreement (Sprouts Farmers Markets, LLC), Stockholders Agreement (Sprouts Farmers Markets, LLC)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation shall, shall as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities Registrable Shares and use its best efforts to cause such registration statement to become effective and, upon the request of the holders of a majority of the Registrable Shares being registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the holders of Registrable Shares refrain from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and remain (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Shares are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis; and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit (in accordance with lieu of filing a post-effective amendment which (I) includes any prospectus required by Section 3.7(b10(a)(3) hereof;of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement) the incorporation by reference, in the registration statement, of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act.
(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares securities covered by such registration statement;.
(c) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the Investor (the "Investor’s Counsel"), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investor’s Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(d) notify in writing the Investor’s Counsel promptly (i) of the receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Investors reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investors to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Investors; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e) or to provide any material undertaking or make any changes in its By-laws or Certificate of Incorporation which the Board of Directors determines to be contrary to the best interests of the Corporation or to modify any of its contractual relationships then existing;
(f) furnish to each holder whose the Investors holding such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Investors may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) without limiting subsection (e) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable the Investors holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the Investors holding such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 3, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderthe Investors, prepare, file prepare and furnish to such holder Investors a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) subject to the execution of confidentiality agreements in form and substance satisfactory to the Corporation, make available upon reasonable notice and during normal business hours, for inspection by the Investors holding such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Investors or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Corporation determines in good faith to be confidential and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or an omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public; the Investors agree that they will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters addressed to the Corporation and any selling shareholders in customary form and at customary times and covering matters of the type customarily covered by cold comfort benefits;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form addressed to the Corporation and any selling shareholders;
(l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each holder of Registrable Shares participating in such underwriting shall also enter into and perform its obligations under such an agreement;
(m) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration;
(n) issue to any underwriter to which the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(o) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASDAQ"), or final prospectuses to such other national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall reasonably request;
(p) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11 (a) of the Securities Act; and
(q) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the Corporation shall promptly notify registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers contemplated hereby.
(r) Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Corporation of any event of the kind described to Section 3(h) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(h) hereof, and, if so directed by the Corporation, such holder shall deliver to the underwriters for sale Corporation all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 2 contracts
Sources: Registration Rights Agreement (Huifeng Bio-Pharmaceutical Technology, Inc.), Registration Rights Agreement (Future Now Group Inc.)
Preparation and Filing. If and whenever (a) Whenever the Corporation Company is required under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to, or is to use its best efforts to to, effect the registration Registration of any Registrable SharesSecurities pursuant to Section 2.1 or 2.2, the Corporation shall, Company will as expeditiously as practicablepossible:
(ai) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities and use its reasonable best efforts to cause such registration statement Registration Statement to promptly become and and, subject to a Demand Suspension, remain effective for the period set forth in accordance with Section 3.7(bsubsection (ii) hereofbelow and promptly notify the Investors (A) when such Registration Statement becomes effective, (B) when any amendment to such Registration Statement becomes effective and (C) of any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information;
(bii) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act Act, and any other applicable Laws, with respect to the sale or other disposition of all Registrable Shares securities covered by such registration statementRegistration Statement for a period of not less than nine (9) months after the effective date of such Registration Statement (or such shorter period to the extent necessary to permit the completion of the sale or distribution of such securities within such period);
(ciii) furnish to each holder whose Registrable Shares are being registered pursuant the Investors participating in a Registration, prior to this Section 3 filing a Registration Statement, copies of such Registration Statement as proposed to be filed and thereafter, such number of copies of any summary such Registration Statement, each amendment and supplement thereto, the prospectus or other prospectus, included in such Registration Statement (including a each preliminary prospectus) and financial statements, in conformity with the requirements reports and proxy statements mailed to shareholders of the Securities Act, and such other documents Company as such holder the Investors may reasonably request in order to facilitate the public sale or other disposition of such the Registrable SharesSecurities being sold;
(div) use its reasonable best efforts to register or qualify qualify, not later than the effective date of any filed Registration Statement, the Registrable Shares Securities covered by such registration statement Registration Statement under the securities or “blue sky sky” laws of such jurisdictions (limited for purposes of this paragraph to States of the United States of America) as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall any Investor reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Sharesrequests; provided, however, that the Corporation shall Company will not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, (A) qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes as a dealer in any jurisdiction where it is not otherwise liable for such taxesso qualified, (B) subject itself to taxation in any jurisdiction where it is not subject to taxation, (C) consent to general service of process in any jurisdiction where it is not subject to general service of process, other than as a result of the filing of a Registration Statement in accordance with the terms of this Agreement, or (D) take any action that would subject it to service of process in suits other than those arising out of the offer or sale of the Registrable Securities covered by the Registration Statement;
(ev) at make available, upon reasonable notice and during business hours, and subject to customary confidentiality arrangements, for inspection by the Managing Underwriter(s) for the Registrable Securities (and counsel representing such Managing Underwriter(s)) (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents, agreements and properties of the Company and its Affiliates as shall be reasonably necessary to enable them to exercise their due diligence responsibilities and cause the Company’s officers, directors and employees to supply all information reasonably requested by any time when such Inspectors in connection with the Registration Statement;
(vi) obtain a prospectus comfort letter from the Company’s independent public accountants dated within five (5) Business Days prior to the effective date of the Registration Statement (and as of such other dates as the Managing Underwriter(s) for the Registrable Securities may reasonably request) in customary form and covering such matters of the type customarily covered by such registration statement comfort letters as such Managing Underwriter(s) reasonably request;
(vii) obtain an opinion of counsel dated the effective date of the Registration Statement (and relating thereto as of such other dates as the Managing Underwriter(s) for the Registrable Securities may reasonably request) in customary form and covering such matters of the type customarily covered by such opinions as counsel designated by such Managing Underwriter(s) reasonably request;
(viii) during the period when the Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofeffective, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 the Investors of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes the Registration Statement contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish Company will forthwith prepare a supplement or amendment to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such sharesRegistrable Securities, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingmisleading;
(fix) if in the Corporation has delivered preliminary case of an Underwritten Offering, enter into an underwriting agreement containing customary terms, including such indemnity and contribution provisions as the Managing Underwriter customarily requires or final prospectuses may reasonably require;
(x) use its reasonable best efforts to cause such Registrable Securities to be admitted to trading on such securities exchange designated by an Investor; and
(xi) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(b) The Company may require each Investor to furnish to the holders Company such information and documents regarding the distribution of Registrable Shares that are being registered pursuant Securities and such other information relating to this Section 3 each Investor of and after having done so their ownership of Registrable Securities as the prospectus is amended Company may from time to time reasonably request in writing. Each Investor agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the requirements provisions of this Agreement. Each Investor agrees that upon the receipt of any notice from the Company of the happening of any event of the kind described in Section 2.4(a)(viii), it will forthwith discontinue disposition of Registrable Securities Act, pursuant to the Corporation shall promptly notify Registration Statement covering such holders Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.4(a)(viii) and, if requestedso requested by the Company, such holders shall immediately cease making offers of Registrable Shares and return to Company all prospectuses in its possession other than file copies. If the Company gives any such notice, the Company shall keep any such Registration Statement pursuant to a Demand Registration effective for that number of additional days equal to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt number of days during the period from and including the date of the revised prospectuses, giving of such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered notice pursuant to this Section 3, on 2.4(a)(viii) to and including the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes which copies of such registration, in form and substance as is customarily given supplemented or amended prospectus are made available to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requesteach Investor.
Appears in 2 contracts
Sources: Registration Rights Agreement (Watchdata Technologies Ltd.), Registration Rights Agreement (Watchdata Technologies Ltd.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Sharesshares of its Common Stock, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement with respect to for such securities securities, and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b2(b) hereof;
(bii) prepare and file with the 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 until the earlier of (iA) the sale of all Registrable Shares Common Stock covered thereby or (iiB) nine three months from after the effective date such of the registration statement first becomes effectivestatement, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Common Stock covered by such registration statement;
(ciii) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Shareholders such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order request, to facilitate the public sale or other disposition of such Registrable Sharesshares of Common Stock issued to Shareholders pursuant to this Agreement;
(div) use its best efforts to register or qualify the Registrable Shares Common Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions New York and up to three other states that do not impose what is commonly referred to as each holder whose Registrable Shares are being registered pursuant merit review (except to this the extent provided in Section 3 shall reasonably request, 2(a)(iv)) and do any and all other acts or things which may be necessary or advisable to enable such holder Shareholders to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesCommon Stock; provided, however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(ev) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofAct, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Shareholders of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, as promptly as practicable prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, that such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fvi) if the Corporation Company has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 Shareholders and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation Company shall promptly notify such holders andShareholders and Shareholders, if requested, such holders shall immediately cease making offers of Registrable Shares their Common Stock and return all prospectuses to the CorporationCompany. The Corporation Company shall promptly provide such holders Shareholder with revised prospectuses and, following receipt of the revised prospectuses, such holders Shareholders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestCommon Stock.
Appears in 2 contracts
Sources: Share Exchange Agreement (NutriBand Inc.), Share Exchange Agreement (Nutriband Inc.)
Preparation and Filing. If and whenever (a) Whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts Company seeks to effect the registration of any Registrable SharesShares in accordance with the provisions of Section 11.1 or 11.2, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission or other applicable Governmental Body a registration statement with respect to such securities Registrable Shares and use its best commercially reasonable efforts to cause such registration statement to promptly become and and, subject to Section 11.3, remain effective for the period set forth in accordance with Section 3.7(bsubsection (ii) hereofbelow and promptly notify Purchaser (x) when such registration statement becomes effective, (y) when any amendment to such registration statement becomes effective and (z) of any request by the Commission or other applicable Governmental Body for any amendment or supplement to such registration statement or any prospectus relating thereto or for additional information;
(bii) prepare and file with the Commission or other applicable Governmental Body 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 until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act Act, and any other applicable Laws, with respect to the sale or other disposition of all Registrable Shares securities covered by such registration statementstatement for a period of not less than 180 days after the effective date of such registration statement (or such shorter period to the extent necessary to permit the completion of the sale or distribution of such securities within such period);
(ciii) furnish to each holder whose Registrable Shares are being registered pursuant Purchaser, prior to this Section 3 filing a registration statement, copies of such registration statement as proposed to be filed and thereafter, such number of copies of any summary such registration statement, each amendment and supplement thereto, the prospectus or other prospectus, included in such registration statement (including a each preliminary prospectus) and financial statements, in conformity with the requirements reports, and proxy statements mailed to shareholders of the Securities Act, and such other documents Company as such holder Purchaser may reasonably request in order to facilitate the public sale or other disposition of such the Registrable SharesShares being sold;
(div) use its best commercially reasonable efforts to register or qualify qualify, not later than the effective date of any filed registration statement, the Registrable Shares covered by such registration statement under the securities or "blue sky sky" laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall Purchaser reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Sharesrequests; provided, however, that the Corporation shall Company will not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, (A) qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes as a dealer in any jurisdiction where it is not otherwise liable for such taxesso qualified, (B) subject itself to taxation in any jurisdiction where it is not subject to taxation, (C) consent to general service of process in any jurisdiction where it is not subject to general service of process or (D) take any action that would subject it to service of process in suits other than those arising out of the offer or sale of the Registrable Shares covered by the registration statement;
(ev) make available, upon reasonable notice and during business hours, for inspection by the managing underwriter(s) for the Registrable Shares (and one counsel representing such managing underwriter(s)) (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents, agreements and properties of the Company and its Subsidiaries and Affiliates as shall be reasonably necessary to enable them to exercise their due diligence responsibilities ("Records") and cause the Company's officers, directors, and employees to supply all information reasonably requested by any such Inspectors in connection with the registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (v) if (A) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (B) if either (1) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (2) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (A) or (B) such holder of Registrable Shares requesting such information agrees to enter into a confidentiality agreement in a form reasonably acceptable to the Company; and, provided, further, that each holder of Registrable Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give prompt notice to the Company and allow the Company, at any time when its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(vi) obtain a prospectus comfort letter from the Company's independent public accountants dated within five business days prior to the effective date of the registration statement (and as of such other dates as the managing underwriter(s) for the Registrable Shares may reasonably request) in customary form and covering such matters of the type customarily covered by such comfort letters as such managing underwriter(s) reasonably request;
(vii) obtain an opinion of counsel dated the effective date of the registration statement (and relating thereto as of such other dates as the managing underwriter(s) for the Registrable Shares may reasonably request) in customary form and covering such matters of the type customarily covered by such opinions as counsel designated by such managing underwriter(s) reasonably request;
(viii) during the period when the registration statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofeffective, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Purchaser of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes the registration statement contains an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish Company will forthwith prepare a supplement or amendment to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers Purchaser of such sharesRegistrable Shares, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingmisleading;
(fix) if in the Corporation has delivered preliminary case of an underwritten offering, enter into an underwriting agreement containing customary terms, including such indemnity and contribution provisions as the managing underwriter(s) customarily require or final prospectuses to the holders of may reasonably require;
(x) cause such Registrable Shares that are being registered pursuant to this Section 3 and after having done so be listed for trading on the prospectus primary securities exchange or quotation system upon which the Stock is amended then listed or traded; and
(xi) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the requirements Commission, and other applicable Governmental Bodies, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
(b) Purchaser shall timely furnish to the Company such information (including affidavits) regarding the distribution of such Registrable Shares as the Company may from time to time reasonably request. The Company may exclude from such registration the securities of Purchaser or its Affiliates if it or they fail to furnish such information within 10 days after such request; provided, however, that the Corporation shall promptly notify Company's registration statement relating to such holders andoffering is effective within 60 days after the expiration of such 10-day period.
(c) Purchaser agrees that upon the receipt of any notice from the Company of the happening of any event of the kind described in paragraph (a)(viii) above, if requested, such holders shall immediately cease making offers it will forthwith discontinue disposition of Registrable Shares and return all prospectuses pursuant to the Corporation. The Corporation shall promptly provide registration statement covering such holders with revised prospectuses and, following Registrable Shares until Purchaser's receipt of the revised prospectuses, such holders shall be free to resume making offers copies of the Registrable Shares; and
supplemented or amended prospectus contemplated by paragraph (ga)(viii) furnishabove. If the Company gives any such notice, at the request of Company shall use commercially reasonable efforts to keep any holder whose Registrable Shares are being registered such registration statement pursuant to this Section 3, on a Demand Registration effective for that number of additional days equal to the number of days during the period from and including the date that of the giving of such Registrable Shares are delivered to the underwriters for sale in connection with a registration notice pursuant to this Section 3 if such securities are being sold through underwriters, or on paragraph (a)(viii) above to and including the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes on which copies of such registration, in form and substance as is customarily given supplemented or amended prospectus are made available to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestPurchaser.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Kevco Partners Investment Trust), Securities Purchase Agreement (Kevco Inc)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(buntil the earlier of 90 days after such registration statement becomes effective or such time as all of such Registrable Shares are eligible to be sold or distributed pursuant to Rule 144 (including, without limitation, Rule 144(k)) hereofwithin any consecutive three-month period without volume limitations;
(b) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the Investors ("Counsel") copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 90 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) promptly notify Counsel in writing (i) of the receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the holders of the Registrable Shares reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of such holders' Registrable Shares; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e) or to provide any material undertaking or make any changes in its by-laws or amended and restated certificate of incorporation which the Board of Directors determines to be contrary to the best interests of the Corporation or to modify any of its contractual relationships then existing;
(f) furnish to each holder whose the holders of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder holders may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) without limiting subsection (e) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable the holders of such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the holders of such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 6, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderholders, prepare, file prepare and furnish to such holder holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if subject to the Corporation has delivered preliminary or final prospectuses execution of confidentiality agreements in form and substance satisfactory to the Corporation, make available upon reasonable notice and during normal business hours, for inspection by the holders of such Registrable Shares that are being registered any underwriter participating in any disposition pursuant to this Section 3 such registration statement and after having done any attorney, accountant or other agent retained by the Investors or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the prospectus Inspectors unless (i) the disclosure of such Information is amended necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public; the Investors agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares;
(m) issue to any underwriter to which the holders of such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for listing on the Nasdaq Stock Market, or such other national securities exchange as the holders of a majority of such Registrable Shares shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gp) furnishsubject to all the other provisions of this Agreement, at use its best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to contemplated hereby. Each holder of the underwriters for sale Registrable Shares upon receipt of any notice from the Corporation of any event of the kind described in connection with a registration Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect covering such Registrable Shares until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(h) hereof, and, if so directed by the Corporation, such holder shall deliver to the Corporation all copies, other than permanent file copies then in such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nephros Inc), Registration Rights Agreement (Nephros Inc)
Preparation and Filing. If and whenever the Corporation is under an obligation Park agrees to prepare, pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts to effect the registration of any Registrable Sharesall applicable Laws, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof;
on Form S-4 (b) prepare and file with the Commission such amendments and supplements to such registration statement and all amendments or supplements thereto, the prospectus used “Registration Statement”) to be filed by Park with the SEC in connection therewith as may be necessary with the issuance of Park Common Shares in the Merger (including the proxy statement and other proxy solicitation materials of Vision Bancshares constituting a part thereof (the “Proxy Statement”) and all related documents). Vision Bancshares agrees to keep such registration statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effectivecooperate, and to comply cause its Subsidiaries to cooperate, with Park, its legal counsel and its accountants, in the preparation of the Registration Statement and the Proxy Statement; and provided that Vision Bancshares and its Subsidiaries have cooperated as required above, Park agrees to file the Registration Statement, which will include the Proxy Statement and a prospectus in respect of the Park Common Shares to be issued in the Merger (together, the “Proxy Statement/Prospectus”) with the provisions SEC as promptly as reasonably practicable. Park and Vision Bancshares shall cause the Proxy Statement/Prospectus to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, the Securities Act with respect and the rules and regulations of AMEX. Each of Vision Bancshares and Park agrees to use all commercially reasonable efforts to cause the sale or other disposition of all Registrable Shares covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 such number of copies of any summary prospectus or other prospectusRegistration Statement, including a preliminary prospectusthe Proxy Statement/Prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered declared effective under the Securities Act within as promptly as reasonably practicable after the appropriate period mentioned in Section 3.7(b) hereoffiling thereof. Park also agrees to use all reasonable efforts to obtain, notify each holder whose Registrable Shares are being registered pursuant prior to this Section 3 the effective date of the happening of any event as a result of which the prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact all necessary state securities law or omits to state a material fact “Blue Sky” permits and approvals required to be stated therein or necessary carry out the transactions contemplated by this Agreement. Vision Bancshares agrees to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and promptly furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus Park all information concerning Vision Bancshares, its Subsidiaries, and their respective officers, directors and shareholders as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading reasonably requested in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply connection with the requirements foregoing. Each of the Securities Act, the Corporation Park and Vision Bancshares shall promptly notify such holders and, if requested, such holders shall immediately cease making offers the other upon the receipt of Registrable Shares and return all prospectuses any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Corporation. The Corporation Registration Statement or the Proxy Statement/Prospectus and shall promptly provide such holders the other with revised prospectuses and, following receipt copies of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3all correspondence between it and its representatives, on the date that such Registrable Shares are delivered one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwritersRegistration Statement (or any amendment or supplement thereto), filing or mailing the Proxy Statement/Prospectus (or any amendment or supplement thereto), or on responding to any comments of the date that the registration statement SEC with respect to such securities becomes effective if such securities are not being sold through underwritersthereto, each of Park and Vision Bancshares, as the case may be, (i) an opinionshall provide the other party with a reasonable opportunity to review and comment on such document or response, dated (ii) shall include in such date, of the counsel representing the Corporation for the purposes of document or response all comments reasonably proposed by such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestother party, and (iiiii) a letter dated shall not file or mail such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed document or respond to the underwritersSEC without receiving such other party’s approval, if any, and to the holder which approval shall not be unreasonably withheld or holders making such requestdelayed.
Appears in 2 contracts
Sources: Merger Agreement (Park National Corp /Oh/), Merger Agreement (Vision Bancshares Inc)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions provision of Sections 3.5 and/or 3.6 this Section 3 to use its best efforts to effect the registration of any Registrable Restricted Shares, the Corporation shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b3(g)(ii) hereof;
(bii) prepare and file with the 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 until the earlier of (iA) the sale of all Registrable Restricted Shares covered thereby or and (iiB) nine months from the date such registration statement first becomes effectivemonths, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Restricted Shares covered by such registration statement;
(ciii) furnish to each holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Restricted Shares;
(div) use its best efforts to register or qualify the Registrable Restricted Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 shall reasonably request, request and do any and all other acts or things which that may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Restricted Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(ev) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b3(g)(ii) hereof, notify each holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fvi) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Restricted Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Restricted Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Restricted Shares; and
(gvii) furnish, at the request of any holder whose Registrable Restricted Shares are being registered pursuant to this Section 3, on the date that such Registrable Restricted Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 3, if such securities are being sold through underwriters, or or, on the date that the registration statement with respect to such securities becomes effective effective, if such securities are not being sold through underwriters, (iA) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, offering and addressed to the underwriters, if any, and to the holder or holders making such request, and (iiB) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 2 contracts
Sources: Stockholders Agreement, Stockholders' Agreement (Proteostasis Therapeutics, Inc.)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission cause a registration statement with respect to that registers such securities and use its best efforts to cause such registration statement Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereofuntil all of such Registrable Shares have been distributed;
(b) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the Investors (the "Investors' Counsel"), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investors' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 until the earlier all of (i) the sale of all such Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, have been distributed and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify in writing the Investors' Counsel promptly (i) of the receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Investors reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investors to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Investors; provided, however , that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e) or to provide any material undertaking or make any changes in its By-laws or Certificate of Incorporation which the Board of Directors determines to be contrary to the best interests of the Corporation;
(f) furnish to each holder whose the Investors holding such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Investors may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable the Investors holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the Investors holding such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 5, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderthe Investors, prepare, file prepare and furnish to such holder Investors a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) make available upon reasonable notice and during normal business hours, for inspection by the Investors holding such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Investors or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public through no breach or default of any third party with an obligation of confidentiality to the Corporation;
(j) obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) obtain from its counsel an opinion or opinions in customary form;
(l) continue to provide a nationally recognized transfer agent and nationally recognized registrar for such Registrable Shares;
(m) issue to any underwriter to which the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), or final prospectuses to such other national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to shall reasonably request;
(o) comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, audited earnings statements covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, ; and
(p) take all other steps necessary to effect the Corporation shall promptly notify registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporationcontemplated hereby. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Corporation of any event of the kind described in Section 5(h) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(h) hereof, and, if so directed by the Corporation, such holder shall deliver to the underwriters for sale Corporation all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nbty Inc), Registration Rights Agreement (Nbty Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 Section 1.2 to use its best efforts to effect include the registration Registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become and remain effective in accordance with Section 3.7(b1.3(b) hereof, keeping each Selling Shareholder advised as to the initiation, progress and completion of the Registration;
(b) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statements-and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) for nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Selling Shareholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Shareholder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b2.3 (b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder of the happening of any event as a result of which the prospectus included in such registrationRegistration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at if prepared by the request of such holderCompany, prepare, file and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Bhatia Family Trust DTD), Securities Purchase Agreement (Spabra LTD)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 2 to use its best commercially reasonable efforts to effect the registration Registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities, using such form of available Registration Statement as is reasonably selected by the Company (unless otherwise specified herein), and use its best commercially reasonable efforts to cause such registration statement Registration Statement to become effective within ninety (90) days of the filing date and remain effective in accordance with Section 3.7(b) hereofeffective, keeping each Selling Stockholder advised as to the initiation, progress and completion of the Registration;
(b) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until for, in the earlier case of a Required Registration under Section 2.2, the period set forth in Section 2.2(b) and, in the case of a Piggyback Registration under Section 2.3, six (i6) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effectivemonths, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statementRegistration Statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Stockholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectusprospectus and all amendments and supplements thereto, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Stockholder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities; PROVIDED, HOWEVER, that no such prospectus need be furnished more than, in the case of a Required Registration under Section 2.2, six (6) months after the conclusion of the period set forth in Section 2.2(b) and, in the case of a Piggyback Registration under Section 2.3, six months after the effective date of the Registration Statement related thereto;
(d) use its commercially reasonable best efforts to register or qualify the Registrable Shares Securities covered by such registration statement Registration Statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Stockholder shall reasonably request, request and do any and all other acts or things which may be reasonably necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; providedPROVIDED, howeverHOWEVER, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;taxes or provide any undertaking or make any change in its Certificate of Incorporation; and
(e) at any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b2.2(b) or Section 2.3(b) hereof, as the case may be, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Stockholder of the happening of any event as a result of which the prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderSelling Stockholder, prepare, file and furnish to such holder Selling Stockholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) . The Company may delay amending or supplementing the prospectus for a period of up to 90 days if the Corporation Company is then engaged in negotiations regarding a material transaction that has delivered preliminary not been publicly disclosed, and the Selling Stockholders shall suspend their sale of Shares until an appropriate supplement or final prospectuses prospectus has been forwarded to them or the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so proposed transaction is abandoned. Notwithstanding the prospectus is amended to comply with the requirements of the Securities Actforegoing, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective the proposed Registration of Registrable Securities pursuant to Section 2.3 hereof, the Company may withdraw or cease proceeding with any proposed Registration of Registrable Securities if such securities are not being sold through underwriters, (i) an opinion, dated such date, it has withdrawn or ceased proceeding with the proposed Registration of Common Stock of the counsel representing Company with which the Corporation for the purposes Registration of such registration, in form and substance as is customarily given Registrable Securities was to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestbe included.
Appears in 2 contracts
Sources: Registration Rights Agreement (Palatin Technologies Inc), Registration Rights Agreement (Palatin Technologies Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Restricted Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities a registration under Sections 5, 6 and 7, use its best efforts to cause such a registration statement that registers such Restricted Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 180 days or until all of such Restricted Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to each holder of Restricted Shares, to any counsel to any seller of Restricted Shares (the "Selling Investor") and to ---------------- one counsel selected by the holders of a majority of such Restricted Shares (the "Selling Investors' Counsel"), copies of all such documents proposed to be filed -------------------------- (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least the periods set forth in Section 9(a) or until the earlier all of such Restricted Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statementRestricted Shares;
(cd) notify in writing any counsel to any Selling Investor and the Selling Investors' Counsel promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Restricted Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Restricted Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares to consummate the disposition in such jurisdictions of the Restricted Shares owned by such seller; provided, however, that the Company will -------- ------- not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this paragraph (e);
(f) furnish to each holder whose Registrable seller of such Restricted Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Restricted Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Restricted Shares;
(dg) use its best efforts to register cause such Restricted Shares to be registered with or qualify the Registrable Shares covered approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Restricted Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify on a timely basis each seller of such Restricted Shares at any time when a prospectus covered by relating to such registration statement and relating thereto Restricted Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bparagraph (a) hereofof this Section, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) make available for inspection by any counsel to any Selling Investor and the Selling Investors' Counsel or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably ----------- requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public. The seller of Restricted Shares agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants "comfort" letters in customary form and at customary times and covering matters of the type customarily covered by comfort letters;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may not be the Company) for such Restricted Shares;
(m) issue to any underwriter to which any seller of Restricted Shares may sell shares in such offering certificates evidencing such Restricted Shares; provided, however, that the Company shall have the right to approve any -------- ------- such underwriter with such approval not to be unreasonably withheld;
(n) list such Restricted Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then included, or if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted Shares for inclusion on such national securities exchange or final prospectuses to NASDAQ as the holders of Registrable a majority of such Restricted Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gp) furnish, at the request of any holder whose Registrable Shares are being registered pursuant use its best efforts to this Section 3, on the date that such Registrable Shares are delivered take all other steps necessary to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that effect the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestRestricted Shares contemplated hereby.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Boss Investment LLC), Investors' Rights Agreement (Building One Services Corp)
Preparation and Filing. (a) If and whenever the Corporation Parent is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of of, and keep effective a Registration Statement for, any Registrable SharesSecurities, the Corporation Parent shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause a Registration Statement that registers such registration statement Registrable Securities to become and remain effective in accordance with for a period of ninety days (extended for such period of time as the Stockholders are required to discontinue disposition of Registrable Securities pursuant to Section 3.7(b3.5(b) hereofbelow) or until all of such Registrable Securities have been disposed of (if earlier);
(bii) prepare and file with use its best efforts to furnish, at least five business days before filing a Registration Statement that relates to the Commission registration of such Registrable Securities, a Prospectus relating thereto or any amendments and or supplements relating to such registration statement a Registration Statement or Prospectus, to one counsel (the "STOCKHOLDERS' COUNSEL") selected by the holders of a majority of the outstanding Common Stock that is held by the Management Investors and Cinergy, voting as a class, copies of all such documents proposed to be filed;
(iii) notify in writing the Stockholders' Counsel, and the prospectus used in connection therewith as Stockholders whose Registrable Securities may be necessary to keep included in such registration statement effective until the earlier Registration Statement, promptly of (iA) the sale receipt by the Parent of all Registrable Shares covered thereby any notification with respect to any comments by the SEC with respect to such Registration Statement or Prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (iiB) nine months from the date such registration statement first becomes effective, and to comply with receipt by the provisions Parent of the Securities Act any notification or written information with respect to the issuance or threatened issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose (and the Parent shall use its best efforts to prevent the issuance thereof or, if issued, to obtain its withdrawal) and (C) the receipt by the Parent of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or other disposition the initiation or threatening of all Registrable Shares covered by any proceeding for such registration statementpurposes;
(civ) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholders holding such Registrable Securities reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholders to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Stockholders; PROVIDED, HOWEVER, that the Parent will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this clause (iv);
(v) furnish to each holder whose the Stockholders holding such Registrable Shares are being registered pursuant to this Section 3 Securities such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, the Prospectus in conformity with the requirements of the Securities Act, and such other documents as such holder Stockholders may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(dvi) use its best efforts to register cause such Registrable Securities to be registered with or qualify the Registrable Shares covered approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Parent to enable the Stockholders holding such holder Registrable Securities to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxesSecurities;
(evii) notify the Stockholders holding such Registrable Securities on a timely basis at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Securities is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (i) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 3.5(a), of the happening of any event as a result of which the prospectus included in Prospectus related to such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing andunder which they were made, at the request of such holdernot misleading, prepare, file and prepare and furnish to such holder Stockholders a reasonable number of copies of of, and file with the SEC, a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingunder which they were made, not misleading;
(fviii) subject to the execution of confidentiality agreements in form and substance reasonably satisfactory to the Parent, make available upon reasonable notice and during normal business hours, for inspection by the Stockholders holding Registrable Securities requested to be included in such registration, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Stockholders or underwriter (collectively, the "Inspectors"), all reasonably requested financial and other records, reasonably requested corporate documents and properties of the Parent (collectively, the "Records"), and cause the Parent's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector, in each case as shall be reasonably necessary to enable them to exercise their due diligence responsibility in a customary fashion in connection with such Registration Statement; PROVIDED, HOWEVER, that any of the Information that the Parent determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the Registration Statement or Prospectus, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or, upon the written advice of counsel, is otherwise required by law, or (C) such Information has been made generally available to the public, and the Stockholders agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Parent and allow the Parent, at the Parent's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(ix) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(x) use its best efforts to obtain from its counsel an opinion or opinions in customary form naming the Stockholders as additional addressees or parties who may rely thereon;
(xi) provide a transfer agent and registrar (which may be the same entity and which may be the Parent) for such Registrable Securities;
(xii) issue to any underwriter to which the Stockholders holding such Registrable Securities may sell Shares in such offering certificates evidencing such Registrable Securities;
(xiii) list such Registrable Securities on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary or final prospectuses Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Securities for inclusion on the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended Nasdaq National Market;
(xiv) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements SEC and make available to its securityholders, as soon as reasonably practicable, earning statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earning statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gxv) furnishuse its best efforts to take all other steps necessary to effect the registration of, at and maintain an effective Registration Statement with respect to, such Registrable Securities contemplated hereby.
(b) Each holder of the request Registrable Securities, upon receipt of any holder whose notice from the Parent of any event of the kind described in Section 3.5(a)(vii), shall forthwith discontinue disposition of the Registrable Shares are being registered Securities pursuant to this Section 3, on the date that Registration Statement covering such Registrable Shares are delivered Securities until such holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.5(a)(vii) hereof, and, if so directed by the Parent, such holder shall deliver to the underwriters for sale Parent all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholders possession, of the counsel representing most recent Prospectus covering such Registrable Securities at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 2 contracts
Sources: Stockholders' Agreement (Convergent Holding Corp), Subscription and Contribution Agreement (Convergent Holding Corp)
Preparation and Filing. If and whenever Whenever the Corporation is Company shall be under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Sharesthe shares of Subject Stock, the Corporation shall, Company and the Holders agree as expeditiously as practicablefollows:
(a) prepare and file with The Company shall, in no event, be required to keep such registration effective for longer than nine months after the Commission a registration statement with respect to such securities and effective date thereof or during any period in which the trading of any shares of Common Stock shall be suspended for any reason by the Commission.
(b) The Company shall use its best efforts to cause such registration statement all shares of Subject Stock registered pursuant to become and remain effective in accordance with Section 3.7(b) hereof;
(b) prepare and file with the Commission such amendments and supplements Sections 1 or 2 hereof to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale listed for trading on each securities exchange or other disposition of all Registrable Shares covered by such registration statement;securities market on which the Common Stock shall then be listed.
(c) The Company may require each Holder to promptly furnish in writing to each holder whose Registrable Shares are being registered pursuant the Company such information regarding such Holder, the distribution of the shares of Subject Stock as the Company may from time to this Section 3 time reasonably request and such other information as may be legally required in connection with such registration.
(d) The Company shall supply the Holders with such number of copies of registration statements, and amendments and supplements thereto, and any summary prospectus or other prospectusrelating thereto as may be reasonably requested by the Holders, including and will supply the Holders with copies of any preliminary and final prospectus filed in connection therewith that may be reasonably required and, if necessary, with copies of a preliminary prospectus, in conformity with prospectus meeting the requirements of Section 10(a)(3) of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that no such prospectus need be supplied more than nine months after the Corporation effective date of any such registration statement.
(e) The Company shall not be required in connection with any qualification of the shares of Subject Stock to consent be sold within any state jurisdiction to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise in any state, to execute a general consent to service of process or to subject itself to taxation, registration as a broker-dealer or to any unreasonable regulatory requirements or unreasonable expenses, but shall execute and deliver consents to service of process in the Specified States as to matters relating to the sale of the shares of Subject Stock in such States.
(f) The Company shall promptly notify the Holders of any stop order issued or threatened by the Commission or any state regulatory authority with respect to any registration statement covering the shares of Subject Stock and shall take all reasonable actions required to qualify prevent the entry of such stop order or submit to liability for state or local taxes where remove it is not otherwise liable for such taxes;if entered.
(eg) at Each of the Company and each Holder shall promptly notify the other party of the occurrence of any time when a event which shall require the filing of an amendment or supplement to any registration statement and prospectus covered by covering the shares of Subject Stock. Upon receipt of such notice, each party shall refrain from the sale of any shares of Subject Stock pursuant to such registration statement and relating thereto is required to be delivered under prospectus until the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in receipt by such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number party of copies of a supplement to the supplemented or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestprospectus.
Appears in 2 contracts
Sources: Registration Rights Agreement (Merck Kgaa /Fi), Registration Rights Agreement (Pharmaceutical Resources Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its reasonable best efforts to effect the registration of an offering and sale of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause a Registration Statement that registers such registration statement offering of Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 120 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five (5) Business Days before filing a Registration Statement that registers such Registrable Shares, a draft Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel (the “Stockholders’ Counsel”) selected by the Requisite Stockholders, copies of all such documents proposed to be filed (it being understood that such five (5) Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and shall reflect in each such document, when so filed with the Commission, such comments as the Stockholders whose Registrable Shares are to be covered by such Registration Statement may reasonably propose;
(c) prepare and file with the Commission 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 period of at least 120 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the offering and sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify the Stockholders’ Counsel promptly in writing of (i) any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto; (ii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose; and (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its reasonable best efforts to register or qualify such Registrable Shares under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things that may reasonably be necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 3(e);
(f) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public offering and sale or other disposition of such Registrable Shares;
(dg) use its reasonable best efforts to register or qualify the cause such offering and sale of Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) promptly notify on a timely basis each seller of such Registrable Shares at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the Corporation “Inspectors”), all pertinent financial, business and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall reasonably be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement (and any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement; (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by law; (iii) such Information has delivered preliminary or final prospectuses been made generally available to the holders public; or (iv) the seller of Registrable Shares agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(j) use its reasonable best efforts to obtain from its independent certified public accountants a “cold comfort” letter in customary form and covering such matters of the type customarily covered by cold comfort letters;
(k) use its reasonable best efforts to obtain, from its counsel, an opinion or opinions in customary form and covering such matters of the type customarily covered by such opinions (which shall also be addressed to the Stockholders selling Registrable Shares in such registration);
(l) provide and maintain a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(m) issue to any underwriter to which any seller of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Series AA Preferred Stock are being registered pursuant listed or, if the Series AA Preferred Stock is not listed on a national securities exchange, take all reasonable action required to this Section 3 and after having done so qualify such Registrable Shares for quotation on the prospectus is amended to NASDAQ OTC Bulletin Board Service;
(o) otherwise comply with all applicable rules and regulations of the requirements Commission, and make available to its security holders, as soon as reasonably practicable but not later than eighteen (18) months after the effective date, earnings statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities ActAct and Rule 158 thereunder;
(p) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers lifting of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt any suspension or exemption from qualification of the revised prospectuses, such holders shall be free to resume making offers any of the Registrable SharesShares for sale in any jurisdiction as soon as is practicable;
(q) use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby; and
(gr) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, cause officers or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, key employees of the counsel representing Company, as applicable, to participate in any “road show” or “road shows” reasonably requested by the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestmanaging underwriter.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pliant Corpororation), Registration Rights Agreement (Pliant Corp)
Preparation and Filing. (a) If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of of, and keep effective a Registration Statement for, any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause a Registration Statement that registers such registration statement Registrable Shares to become and remain effective in accordance with for a period of 90 days (extended for such period of time as the Shareholders are required to discontinue disposition of Registrable Shares pursuant to Section 3.7(b6(b) hereofbelow) or until all of such Registrable Shares have been disposed of (if earlier);
(bii) furnish, at least five (5) business days before filing a Registration Statement that relates to the registration of such Registrable Shares, a Prospectus relating thereto or any amendments or supplements relating to such a Registration Statement or Prospectus, to one counsel (the "Shareholders' Counsel") selected by a Majority of Registering Shareholders;
(iii) notify the Shareholders whose Registrable Shares are included therein of the effectiveness of such Registration Statement and prepare and promptly file with the Commission such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to (A) keep such registration statement Registration Statement effective for at least a period of 90 days (extended for such period of time as Shareholders are required to discontinue disposition of Registrable Shares pursuant to Section 6(b) below) or until the earlier all of such Registrable Shares have been disposed of (iif earlier), (B) correct any statements or omissions if any event with respect to the sale Company shall have occurred as a result of all Registrable Shares covered thereby which any such Registration Statement or (ii) nine months from Prospectus as then in effect would include an untrue statement of material fact or omit to state any material fact necessary to make the date such registration statement first becomes effectivestatements therein not misleading, and to (C) comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(civ) notify in writing the Shareholders' Counsel, and the Shareholders whose Registrable Shares may be included in such Registration Statement, promptly of (A) the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement or Prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) the receipt by the Company of any notification or written information with respect to the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose (and the Company shall use its best efforts to prevent the issuance thereof or, if issued, to obtain its withdrawal) and (C) the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Shareholders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Shareholders to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Shareholders; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this clause (v);
(vi) furnish to each holder whose the Shareholders holding such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus, if any, or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Shareholders may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dvii) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable the Shareholders holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eviii) notify the Shareholders holding such Registrable Shares on a timely basis at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (i) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 6(a), of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing andunder which they were made, at the request of such holdernot misleading, prepare, file and prepare and furnish to such holder Shareholders a reasonable number of copies of of, and file with the Commission, a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such sharesRegistrable Shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingunder which they were made, not misleading;
(fix) subject to the execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, make available upon reasonable notice and during normal business hours, for inspection by the Shareholders holding Registrable Shares requested to be included in such registration, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Shareholders or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector, in each case as shall be reasonably necessary to enable them to exercise their due diligence responsibility in connection with such Registration Statement; provided, however, that any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement or Prospectus, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or, upon the written advice of counsel, is otherwise required by law, or (C) such Information has been made generally available to the public, and the Shareholders agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(x) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(xi) use its best efforts to obtain from its counsel an opinion or opinions in customary form naming the Shareholders as additional addressees or parties who may rely thereon;
(xii) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(xiii) issue to any underwriter to which the Shareholders holding such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(xiv) list such Registrable Shares on any national securities exchange on which any Common Shares are listed or, if the Corporation has delivered preliminary or final prospectuses Common Shares are not listed on a national securities exchange, use its best efforts to the holders of qualify such Registrable Shares that are being registered pursuant to this Section 3 and after having done so for inclusion on the prospectus is amended NASDAQ Stock Market;
(xv) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(xvi) use its best efforts to take all other steps necessary to effect the registration of, the Corporation shall promptly notify such holders and, if requestedand maintain an effective Registration Statement with respect to, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers contemplated hereby.
(b) Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Company of any event of the kind described in Section 6(a)(viii) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that Registration Statement covering such Registrable Shares are delivered until such holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(a)(viii) hereof, and, if so directed by the Company, such holder shall deliver to the underwriters for sale Company all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing most recent Prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 2 contracts
Sources: Registration Rights Agreement (Greenfield Online Inc), Stock Purchase and Redemption Agreement (Greenfield Online Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 3 to use its best efforts to effect the registration of any shares of Registrable SharesSecurities, the Corporation Company shall, as expeditiously promptly as reasonably practicable:
(a) prepare Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof;
(b) prepare and file with the Commission SEC such amendments and supplements to such registration statement any Registration Statement and the prospectus used in connection therewith with such Registration Statement as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition contemplated distribution of all Registrable Shares securities covered by such registration statement;Registration Statement for up to 90 days.
(cb) furnish Furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Holder such number of copies of any summary prospectus or other a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder the Holder may reasonably request in order to facilitate the public sale or other disposition of such shares of Registrable Shares;Securities then held by such Holder.
(dc) use Use its best efforts to register or qualify the shares of Registrable Shares Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall be appropriate, as reasonably request, and do requested by any and all other acts or things which may be necessary or advisable to enable such holder to consummate of the public sale or other disposition in such jurisdictions of such Registrable Sharesselling Holders; provided, however, that the Corporation Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to file a general consent to general service of process for all purposes or to become subject to any material tax in any such states or jurisdictions and, provided, further, that (notwithstanding anything in this Agreement to the contrary with respect to the bearing of expenses) if any jurisdiction where it is not in which any of such Registrable Securities then subject held by a selling Holder shall be qualified shall require that expenses incurred in connection with the qualification therein of any such Registrable Securities be borne by the selling Holders without reimbursement by the Company, then each selling Holder shall, to processthe extent required by such jurisdiction, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for pay its respective pro rata share of such taxes;qualification expenses.
(ed) Notify each Holder of shares of Registrable Securities covered by such registration statement, at any time when a related prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofAct, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing in which they are made; and, at thereafter, the request of such holder, prepare, file Company shall prepare and furnish to such holder the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus prospectus, as so supplemented or amended, shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;; provided, however, that upon such notification by the Company, the selling Holders agree that they shall not offer or sell Registrable Securities unless and until (i) the Company has notified such selling Holders that it has prepared a supplement or amendment to such prospectus and delivered copies of such supplement or amendment to such selling Holders or (ii) the Company has advised such selling Holders in writing that the use of the applicable prospectus may be resumed (it being understood and agreed by the Company that the foregoing proviso shall in no way diminish or otherwise impair the Company’s obligation to prepare a prospectus amendment or supplement as above provided in this Section 3.2(d) and deliver copies of same as above provided in Section 3.2(b).
(e) In connection with a sale of Registrable Securities pursuant to such Registration Statement (assuming that no stop order is in effect with respect to such Registration Statement at the time of such sale), cooperate with the selling Holder and provide the transfer agent for the Registrable Securities with such instructions and legal opinions as may be required in order to facilitate the issuance to the purchaser (or the selling Holder’s broker) of new unlegended certificates for such Registrable Securities.
(f) if Use its best efforts to cause all Registrable Securities covered by the Corporation has delivered preliminary or final prospectuses Registration Statement to be listed on each securities exchange on which similar securities issued by the holders of Registrable Shares that Company are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.then listed
Appears in 2 contracts
Sources: Registration Rights Agreement (Entertainment Games, Inc.), Registration Rights Agreement (Entertainment Games, Inc.)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions provision of Sections 3.5 and/or 3.6 this Section 2 to use its best commercially reasonable efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best commercially reasonable efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b2.4(b) hereof;
(b) prepare and file with the 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 until the earlier of (i) the sale of all Registrable Shares covered thereby or and (ii) nine months from the date such registration statement first becomes effectivemonths, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statement;
(c) furnish to each holder Holder whose Registrable Shares are being registered pursuant to this Section 3 2 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(d) use its best commercially reasonable efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder Holder whose Registrable Shares are being registered pursuant to this Section 3 2 shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder Holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b2.4(b) hereof, notify each holder Holder whose Registrable Shares are being registered pursuant to this Section 3 2 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderHolder, prepare, file and furnish to such holder Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares Holders that are being registered pursuant to this Section 3 2 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders Holders and, if requested, such holders Holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders Holders with revised prospectuses and, following receipt of the revised prospectuses, such holders Holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder Holder whose Registrable Shares are being registered pursuant to this Section 32, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 2, if such securities are being sold through underwriters, or or, on the date that the registration statement with respect to such securities becomes effective effective, if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder Holder or holders Holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder Holder or holders Holders making such request.
Appears in 2 contracts
Sources: Registration Rights Agreement (Leap Therapeutics, Inc.), Registration Rights Agreement (Leap Therapeutics, Inc.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(bfor a period of 90 days (or 12 months for registrations on Form S-3 or successor form) hereofor until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the holders of a majority in interest of Registrable Shares (the Holders' Counsel"), copies for review and comment during such five days of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Holders' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 90 days (or 12 months for registrations on Form S-3 or successor form) or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by and furnish copies of all such registration statementamendments and supplements to Holders' Counsel;
(cd) notify in writing the Holders' Counsel promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission relating to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amendment or supplement thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes and furnish copies of all such notices to Holders' Counsel;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or "blue sky" laws of such jurisdictions as the Holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the holders of Registrable Shares to consummate the disposition in such jurisdictions of such Registrable Shares; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e);
(f) furnish to each holder whose the holders of Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder the holders of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the holders of Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the holders of Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 5, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderthe holders of Registrable Shares, prepare, file prepare and furnish to such holder the holders of Registrable Shares a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if make available for inspection by the Corporation has delivered preliminary holders of Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or final prospectuses to other agent retained by the holders of Registrable Shares that or any underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such holders of Registrable Shares in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are being registered so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to this Section 3 a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public. The holders of Registrable Shares agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and after having done so allow the prospectus Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(m) issue to any underwriter to which the holders of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is amended not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), or such other national securities exchange as the holders of a majority of the Registrable Shares shall request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gp) furnish, at use its best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcontemplated hereby.
Appears in 2 contracts
Sources: Registration Rights Agreement (BMJ Medical Management Inc), Registration Rights Agreement (BMJ Medical Management Inc)
Preparation and Filing. If and whenever the Corporation is under an obligation obligated pursuant to the provisions of Sections 3.5 and/or 3.6 Section 2 to use its reasonable best efforts to effect the cause any PM Registrable Shares to be included in a registration of any Primary Shares, Additional Registrable SharesShares or Other Shares otherwise being sold in such registration, the Corporation shall, as expeditiously as practicablesubject to, and only to the extent not contrary to or inconsistent with, the terms and conditions on which such Primary Shares, Additional Registrable Shares or Other Shares otherwise being sold in such registration:
(a) use its reasonable best efforts to cause the Registration Statement that registers such PM Registrable Shares to become and remain effective until the earlier to occur of (i) 90 days from the date of the effectiveness of such Registration Statement and (ii) such time as all of such PM Registrable Shares have been disposed of;
(b) furnish, at least five Business Days before filing the Registration Statement that registers such PM Registrable Shares, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel designated in writing by the Majority of the PM Securityholders (the "PM Securityholders' Counsel"), copies of all such documents proposed to be filed with the SEC (it being understood that such five Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the PM Securityholders' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof;
(b) prepare and file with the 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 until the earlier to occur of (i) the sale of all Registrable Shares covered thereby 90 days or (ii) nine months from the date such registration statement first becomes effectivetime as all of such PM Registrable Shares have been disposed of, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such PM Registrable Shares covered by such registration statementShares;
(cd) notify the PM Securityholders' Counsel promptly in writing of (i) any comments by the SEC with respect to such Registration Statement or Prospectus, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceedings for that purpose (and the Corporation shall use its reasonable best efforts to prevent the issuance thereof or, if issued, to obtain its withdrawal) and (iii) the receipt by the Corporation of any notification with respect to the suspension of the qualification of such PM Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding(s) for such purposes;
(e) use its reasonable best efforts to register or qualify such PM Registrable Shares under such other securities or blue sky laws of such jurisdictions as any Registering PM Securityholder may reasonably request, to keep such registrations or qualifications in effect for so long as such Registration Statement covering such PM Registrable Shares remains in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such Registering PM Securityholder to consummate the sale or disposition in such jurisdictions of the PM Registrable Shares owned by such Registering PM Securityholder; provided, however, that the Corporation will not be required to qualify generally to do business, to subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 4(e) or to provide any material undertaking or make any changes in its bylaws or certificate of incorporation which its Board of Directors determines to be contrary to or not in the best interests of the Corporation;
(f) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Registering PM Securityholder such number of copies of any a summary prospectus Prospectus, if any, or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Registering PM Securityholder may reasonably request in order to facilitate the public sale or other disposition of such the PM Registrable SharesShares held by Registering PM Securityholder;
(dg) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) Registering PM Securityholder at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto PM Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned specified in Section 3.7(b) hereof4(a), notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event known to the Corporation as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderRegistering PM Securityholder, prepare, file prepare and furnish to such holder Registering PM Securityholder a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such sharesPM Registrable Shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fh) if subject to the execution of confidentiality or similar agreements in form and substance satisfactory to the Corporation, make available, upon reasonable notice and during normal business hours, for inspection by the Registering PM Securityholders any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Registering PM Securityholders or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "Records"), as shall be reasonably necessary to enable such Persons to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such Registration Statement (any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors, unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or, upon the written advice of counsel, is otherwise required by law, or (iii) such Information has delivered preliminary been made generally available to the public; and each Registering PM Securityholder agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential by the Corporation);
(i) use its reasonable best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(j) use its reasonable best efforts to obtain from its counsel an opinion or final prospectuses opinions in customary form;
(k) provide a transfer agent and registrar (which may be the same Person and which may be the Corporation) for such PM Registrable Shares;
(l) issue to any underwriter to which any Registrable PM Securityholder may sell such PM Registrable Shares in such offering, certificates evidencing such PM Registrable Shares;
(m) list such PM Registrable Shares on any national securities exchange on which any shares of Common Stock are listed or, if Common Stock is not listed on a national securities exchange, use its reasonable best efforts to qualify such PM Registrable Shares for inclusion on the national automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), or such other national securities exchange as the holders of a majority of such PM Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Sharesreasonably request in writing; and
(gn) furnishotherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its securityholders, at as soon as reasonably practicable, earnings statements (in form complying with Rule 158 under the request Securities Act) covering a 12-month period beginning not later than the first day of the Corporation's fiscal quarter next following the effective date of the Registration Statement. Each Registering PM Securityholder, upon the receipt of any holder whose notice from the Corporation of any event of the kind described in Section 4(h), shall forthwith discontinue disposition of PM Registrable Shares are being registered pursuant to this the Registration Statement until such Registering PM Securityholder's receipt of copies of the supplemented or amended Prospectus contemplated by Section 34(h), on and, if so directed by the date that Corporation, such Registrable Shares are delivered Registering PM Securityholder shall deliver to the underwriters for sale Corporation all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such datePM Securityholder's possession, of the counsel representing Prospectus covering such PM Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersnotice or, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of so directed by the Corporation, in form destroy all such copies and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed deliver to the underwriters, if any, and to the holder or holders making such requestCorporation a certificate of destruction in respect thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Opus360 Corp), Registration Rights Agreement (Opus360 Corp)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of of, and keep effective a Registration Statement, for any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause a Registration Statement that registers such registration statement Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 90 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five Business Days before filing a Registration Statement that registers such Registrable Shares, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by the Majority of the Dell Securityholders (the "DELL SECURITYHOLDERS' COUNSEL"), copies of all such documents proposed to be filed (it being understood that such five Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Dell Securityholders' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 90 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify the Dell Securityholders' Counsel promptly in writing of (i) any comments by the SEC with respect to such Registration Statement or Prospectus, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceedings for that purpose (and the Corporation shall use its best efforts to prevent the issuance thereof or, if issued, to obtain its withdrawal) and (iii) the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any Registering Dell Securityholder may reasonably request, to keep such registrations or qualifications in effect for so long as such Registration Statement covering such Registrable Shares remains in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such Registering Dell Securityholder to consummate the disposition in such jurisdictions of the Registrable Shares owned by such Registering Dell Securityholder; PROVIDED, HOWEVER, that the Corporation will not be required to qualify generally to do business, to subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this SECTION 5(e) or to provide any material undertaking or make any changes in its Bylaws or Certificate of Incorporation which its Board of Directors determines to be contrary to the best interests of the Corporation;
(f) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Registering Dell Securityholder such number of copies of any a summary prospectus Prospectus, if any, or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Registering Dell Securityholder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares held by Registering Dell Securityholder;
(g) use its best efforts to cause such Registrable Shares to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of the Corporation to enable the Registering Dell Securityholders to consummate the disposition of such Registrable Shares;
(dh) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) Registering Dell Securityholder at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofSECTION 5(a), notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event known to the Corporation as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderRegistering Dell Securityholder, prepare, file prepare and furnish to such holder Registering Dell Securityholder a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such sharesRegistrable Shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if subject to the execution of confidentiality agreements in form and substance satisfactory to the Corporation, make available, upon reasonable notice and during normal business hours, for inspection by the Registering Dell Securityholders any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Registering Dell Securityholders or underwriter (collectively, the "INSPECTORS"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "RECORDS"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "INFORMATION") reasonably requested by any such Inspector in connection with such Registration Statement (any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors, unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or, upon the written advice of counsel, is otherwise required by law, or (iii) such Information has delivered preliminary been made generally available to the public, and each Registering Dell Securityholder agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(j) use its best efforts to obtain from its independent certified public accountants "COLD COMFORT" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain from its counsel an opinion or final prospectuses opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same Person and which may be the Corporation) for such Registrable Shares;
(m) issue to any underwriter to which any Registrable Dell Securityholder may sell such Registrable Shares in such offering, certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of Common Stock are listed or, if Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the national automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), or such other national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements SEC and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gp) furnishsubject to all of the other provisions of this Agreement, at use its best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered contemplated hereby. Each Registering Dell Securityholder, upon the receipt of any notice from the Corporation of any event of the kind described in SECTION 5(h), shall forthwith discontinue disposition of Registrable Shares pursuant to the underwriters for sale Registration Statement until such Registering Dell Securityholder's receipt of copies of the supplemented or amended Prospectus contemplated by SECTION 5(h), and, if so directed by the Corporation, such Registering Dell Securityholder shall deliver to the Corporation all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateDell Securityholder's possession, of the counsel representing Prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Opus360 Corp), Registration Rights Agreement (Opus360 Corp)
Preparation and Filing. If and whenever UU As soon as practicable but no later than ninety (90) days after completion of the Corporation is under an obligation pursuant to Offering, the provisions of Sections 3.5 and/or 3.6 to Company will use its best efforts to effect effectuate the registration Registration of any and all Registrable SharesSecurities, the Corporation and shall, as expeditiously as practicable:
(a) prepare Prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become and remain effective in accordance with Section 3.7(b2.2(b) hereof, keeping each Selling Shareholder reasonably advised as to the initiation, progress and completion of the Registration;
(b) prepare Prepare and file with the Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the expiration of the Warrants or until such earlier date by which all the Registrable Securities can be sold pursuant to paragraph (k) of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, Rule 144 and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statementRegistration Statement;
(c) furnish Furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Shareholder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(d) use Use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement Registration Statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; provided, provided however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;; and
(e) at At any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b2.2(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder of the happening of any event as a result of which the prospectus included in such registrationRegistration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such sharesRegistrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 2 contracts
Sources: Registration Rights Agreement (Prides Capital Partners, LLC), Registration Rights Agreement (Ameritrans Capital Corp)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best commercially reasonable efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amended documents or supplements relating to such a registration statement or prospectus, to one counsel selected by the holders of a majority of such Registrable Shares (the "Selling Stockholders' Counsel"), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 180 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify in writing the Selling Stockholders' Counsel promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its commercially reasonable efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this paragraph (e);
(f) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) use its best commercially reasonable efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify on a timely basis each seller of such Registrable Shares at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bparagraph (a) hereofof this Section, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) make available for inspection by the Selling Stockholders' Counsel or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public. The seller of Registrable Shares agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its reasonable best efforts to obtain from its independent certified public accountants "comfort" letters in customary form and at customary times and covering matters of the type customarily covered by comfort letters;
(k) use its commercially reasonable efforts to obtain from its counsel an opinion or opinions in customary form;
(1) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(m) issue to any underwriter to which any seller of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares; provided, however, that the Company shall have the right to approve any such underwriter with such approval not to be unreasonably withheld;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its commercially reasonable efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD") or final prospectuses to such national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall request;
(o) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gp) furnish, at use its commercially reasonable efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcontemplated hereby.
Appears in 2 contracts
Sources: Registration Rights Agreement (Stratus Services Group Inc), Registration Rights Agreement (Stratus Services Group Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 6 to use its best efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof6(b)(ii);
(bii) prepare and file with the Commission such amendments and supplements to such registration statement statements and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) for at least nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statement;
(ciii) furnish to each holder whose of Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(div) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or "blue sky sky" laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 such seller shall reasonably requestrequest (PROVIDED, HOWEVER, that the Company shall not be required to consent to general service or process for all purposes in any jurisdiction where it is not then qualified) and do any and all other acts or things which may be necessary or advisable to enable such holder seller to consummate the public sale or other disposition in such jurisdictions jurisdiction of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxessecurities;
(ev) notify each seller of Registrable Shares covered by such registration statement, at any time when a prospectus relating thereto covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof6(c), notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, and at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gvi) furnish, at the request of any holder whose or holders requesting registration of Registrable Shares are being registered pursuant to this Section 36, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to described in this Section 3 6, if such securities are being sold through underwriters, or or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriterseffective, (iA) an opinion, dated such date, of the counsel representing the Corporation Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, ; and (iiB) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 2 contracts
Sources: Warrant Agreement (Ovation Products Corp), Warrant Agreement (Ovation Products Corp)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable SharesShares under the Securities Act, the Corporation Company shall, as expeditiously as practicable:
(a) prepare 6.1 with respect to a registration under Sections 2, 3 and file with the Commission 4 of this Agreement, use its best efforts to cause a registration statement with respect that registers such Registrable Shares to become and remain effective for a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier); provided, however, that the Company may discontinue any registration of its securities and that is being effected pursuant to Section 3 hereof at any time prior to the effective date of the registration statement relating thereto; provided further, that if the Inclusive Registration Statement is a “shelf” registration statement pursuant to Rule 415 under the Securities Act or successor rule, then the Company shall be required to use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereoffor a period of two years, exclusive of any periods when such registration statement is not so effective;
6.2 furnish, at least ten business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to each holder of Registrable Shares, to any Selling Investors and to the Selling Investors’ Counsel, copies of all such documents proposed to be filed with the SEC (b) it being understood that such ten-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
6.3 prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least the periods set forth in this Agreement or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the registration of the sale or other disposition of all such Registrable Shares;
6.4 notify in writing the Selling Investors promptly (i) of the receipt by the Company of any notification with respect to any comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
6.5 use its best efforts to register or qualify such Registrable Shares covered by such registration statementstatement under such other securities or blue sky laws of such jurisdictions as any Selling Investor reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Selling Investor to consummate the disposition in such jurisdictions of the Registrable Shares owned by such Selling Investor; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this Section 6.5;
(c) 6.6 furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Investor on a timely basis, such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Investor may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation Company shall not be required have no such obligation to consent to general service furnish copies of process for all purposes in any jurisdiction where it a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the Company; provided further, that if a final prospectus is not then subject timely filed by the Company with the SEC in accordance with Rule 172(c) (without regard to processany cure period provided by such rule) then, qualify to do business upon the written request of the Selling Investor, the Company shall furnish such number of copies of a final prospectus as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxesSelling Investor shall reasonably request;
(e) 6.7 use its best efforts to cause such Registrable Shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Shares;
6.8 notify on a timely basis each Selling Investor at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof6.1, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes included an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
6.9 make available for inspection by any counsel to any Selling Investor and the Selling Investors’ Counsel or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such underwriter (fcollectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission of a material fact in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has otherwise been made generally available to the public. The Selling Investor agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
6.10 use its best efforts to obtain from its independent certified public accountants and reserve engineers “comfort” letters in customary form and at customary times and covering matters of the type customarily covered by comfort letters;
6.11 use its best efforts to obtain from its counsel an opinion or opinions in customary form;
6.12 provide a transfer agent and registrar (which may be the same entity and which may not be the Company) for such Registrable Shares;
6.13 issue to any underwriter to which any Selling Investor may sell shares in such offering certificates evidencing such Registrable Shares; provided, however, that the Company shall have the right to approve any such underwriter in connection with an underwritten offering pursuant to Section 2 hereof, with such approval not to be unreasonably withheld, and the Company shall have the right to select such underwriter in connection with an underwritten offering pursuant to Section 3 hereof;
6.14 list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed, or if the Corporation has delivered preliminary or final prospectuses Common Stock is not then listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on such national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall request;
6.15 otherwise use its best efforts to comply with all applicable rules and regulations of the requirements SEC and, if required under such rules and regulations, make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, ;
6.16 use its best efforts to take all other steps necessary to effect the Corporation shall promptly notify registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Sharescontemplated hereby; and
(g) furnish, 6.17 use its best efforts to make available its senior executive and financial officers to participate at the reasonable request of any holder whose Registrable Shares are being registered pursuant underwriter in marketing presentations to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestpotential investors.
Appears in 2 contracts
Sources: Registration Rights Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp)
Preparation and Filing. (a) If and whenever the Corporation Gaiam is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Article VI to use its best efforts to effect the registration of any Registrable Shares, the Corporation Gaiam shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with With respect to such securities registrations pursuant to Sections 6.1 and 6.2, use its best efforts to cause a Registration Statement that registers such registration statement Registrable Shares to become and remain effective in accordance with Section 3.7(bfor a period of 90 days (excluding any period during which such effectiveness is suspended) hereofor until all of such Registrable Shares have been disposed of (if earlier);
(bii) furnish, at least five Business Days before filing a Registration Statement that registers such Registrable Shares, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by, in the case of a Registration initiated pursuant to Section 6.1(a) Revolution Living (“Revolution Living’s Counsel”), copies of all such documents proposed to be filed (it being understood that such five Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to Revolution Living’s Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(iii) prepare and file with the Commission 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 at least the period set forth in Section 6.4(a)(i) or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(civ) notify Revolution Living’s Counsel promptly in writing (A) of any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose (and Gaiam shall use its best efforts to prevent the issuance thereof or, if issued, to obtain its withdrawal) and (C) of the receipt by Gaiam of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, however, that Gaiam will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this clause (v);
(vi) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dvii) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities or blue sky laws of such jurisdictions other Governmental Authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of Gaiam to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eviii) notify on a timely basis each seller of such Registrable Shares at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (i) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 6.4(a) of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the “Inspectors”), all pertinent financial, business and other records, pertinent corporate documents and properties of Gaiam (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Gaiam’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement (and any of the Information which Gaiam determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be used by such seller or such Inspector for any purpose other than exercise of such due diligence responsibility and shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the Registration Statement, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (C) such Information has been made generally available to the public or (D) the seller of Registrable Shares agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to Gaiam and allow Gaiam, at Gaiam’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(x) use its best efforts to obtain from its independent certified public accountants a “cold comfort” letter in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xi) use its best efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to Revolution Living if selling Registrable Shares in such registration);
(xii) provide a transfer agent and registrar (which may be the same entity and which may be Gaiam) for such Registrable Shares;
(xiii) issue to any underwriter to which any seller of Registrable Shares may sell Securities in such offering certificates evidencing such Registrable Shares;
(xiv) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the “NASD”), National Market System (“NMS”), or final prospectuses such other national securities exchange as Revolution Living shall request if the Common Stock is not then eligible for trading on the NMS;
(xv) otherwise use its best efforts to comply with all applicable rules and regulations of the holders Commission, and make available to its securityholders, as soon as reasonably practicable, earnings statements which need not be audited covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(xvi) use its best efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby.
(b) Each holder of Registrable Shares that are being registered sells Registrable Shares pursuant to a registration under this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify Agreement agrees that during such holders and, if requested, time as such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall seller may be free to resume making offers engaged in a distribution of the Registrable Shares, such seller shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things: (i) not engage in any stabilization activity in connection with the Securities of Gaiam in contravention of such rules; and
(gii) furnish, at distribute the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on under the date that Registration Statement solely in the manner described in the Registration Statement; and (iii) cease distribution of such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date Registration Statement upon receipt of written notice from Gaiam that the registration prospectus covering the Registrable Shares contains any untrue statement with respect of a material fact or omits a material fact required to such securities becomes effective if such securities are be stated therein or necessary to make the statements therein not being sold through underwriters, (i) an opinion, dated such date, misleading in light of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcircumstances then existing.
Appears in 2 contracts
Sources: Shareholder Agreement (Revolution Living LLC), Shareholders Agreement (Gaiam Inc)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of of, and keep effective a Registration Statement, for any Pre-IPO Registrable Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause a Registration Statement that registers such registration statement Pre-IPO Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 90 days or until all of such Pre-IPO Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five Business Days before filing a Registration Statement that registers such Pre-IPO Registrable Shares, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by the Majority of Registering Pre-IPO Securityholders (the "Pre-IPO Securityholders' Counsel"), copies of all such documents proposed to be filed (it being understood that such five Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Pre-IPO Securityholders' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 90 days or until the earlier all of such Pre-IPO Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Pre-IPO Registrable Shares covered by such registration statementShares;
(cd) notify the Pre-IPO Securityholders' Counsel promptly in writing of (i) any comments by the SEC with respect to such Registration Statement or Prospectus, or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceedings for that purpose (and the Corporation shall use its best efforts to prevent the issuance thereof or, if issued, to obtain its withdrawal) and (iii) the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Pre-IPO Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Pre-IPO Registrable Shares under such other securities or blue sky laws of such jurisdictions as any Registering Pre-IPO Securityholder may reasonably request, to keep such registrations or qualifications in effect for so long as such Registration Statement covering such Pre-IPO Registrable Shares remains in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such Registering Pre-IPO Securityholder to consummate the disposition in such jurisdictions of the Pre-IPO Registrable Shares owned by such Registering Pre-IPO Securityholder; provided, however, that the Corporation will not be required to qualify generally to do business, to subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 6(e) or to provide any material undertaking or make any changes in its Bylaws or Certificate of Incorporation which its Board of Directors determines to be contrary to the best interests of the Corporation;
(f) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Registering Pre-IPO Securityholder such number of copies of any a summary prospectus Prospectus, if any, or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Registering Pre-IPO Securityholder may reasonably request in order to facilitate the public sale or other disposition of such the Pre-IPO Registrable SharesShares held by Registering Pre-IPO Securityholder;
(dg) use its best efforts to register or qualify the cause such Pre-IPO Registrable Shares covered to be registered with or approved by such registration statement under the securities or blue sky laws of such jurisdictions other Governmental Entities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable such holder the Registering Pre-IPO Securityholders to consummate the public sale or other disposition in such jurisdictions of such Pre-IPO Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify on a timely basis each Registering Pre-IPO Securityholder at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Pre-IPO Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof6(a), notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event known to the Corporation as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderRegistering Pre-IPO Securityholder, prepare, file prepare and furnish to such holder Registering Pre-IPO Securityholder a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such sharesPre-IPO Registrable Shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if subject to the execution of confidentiality agreements in form and substance satisfactory to the Corporation, make available, upon reasonable notice and during normal business hours, for inspection by the Registering Pre-IPO Securityholders any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Registering Pre-IPO Securityholders or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such Registration Statement (any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors, unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or, upon the written advice of counsel, is otherwise required by law, or (iii) such Information has delivered preliminary been made generally available to the public, and each Registering Pre-IPO Securityholder agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(j) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain from its counsel an opinion or final prospectuses opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same Person and which may be the Corporation) for such Pre-IPO Registrable Shares;
(m) issue to any underwriter to which any Registrable Pre-IPO Securityholder may sell such Pre-IPO Registrable Shares in such offering, certificates evidencing such Pre-IPO Registrable Shares;
(n) list such Pre-IPO Registrable Shares on any national securities exchange on which any shares of Common Stock are listed or, if Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Pre-IPO Registrable Shares for inclusion on the national automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), or such other national securities exchange as the holders of a majority of such Pre-IPO Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements SEC and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gp) furnishsubject to all of the other provisions of this Agreement, at use its best efforts to take all other steps necessary to effect the request registration of such Pre-IPO Registrable Shares contemplated hereby. Each Registering Pre-IPO Securityholder, upon the receipt of any holder whose notice from the Corporation of any event of the kind described in Section 6(h), shall forthwith discontinue disposition of Pre-IPO Registrable Shares are being registered pursuant to this the Registration Statement until such Registering Pre-IPO Securityholder's receipt of copies of the supplemented or amended Prospectus contemplated by Section 36(h), on and, if so directed by the date that Corporation, such Registrable Shares are delivered Registering Pre-IPO Securityholder shall deliver to the underwriters for sale Corporation all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such datePre-IPO Securityholder's possession, of the counsel representing Prospectus covering such Pre-IPO Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 2 contracts
Sources: Registration Rights Agreement (Opus360 Corp), Registration Rights Agreement (Opus360 Corp)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 4 to use its best efforts to effect the registration of any Registrable Restricted Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b4.7(b) hereof;
(b) prepare and file with the 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 until the earlier of (i) the sale of all Registrable Restricted Shares covered thereby or and (ii) nine months from the date such registration statement first becomes effectivemonths, and to comply with the provisions of 24 the Securities Act with respect to the sale or other disposition of all Registrable Restricted Shares covered by such registration statement;
(c) furnish to each holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 4 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Restricted Shares;
(d) use its best efforts to register or qualify the Registrable Restricted Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 4 shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Restricted Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b4.7(b) hereof, notify each holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 4 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Restricted Shares that are being registered pursuant to this Section 3 4 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Restricted Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Restricted Shares; and
(g) furnish, at the request of any holder whose Registrable Restricted Shares are being registered pursuant to this Section 34, on the date that such Registrable Restricted Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 4, if such securities are being sold through underwriters, or or, on the date that the registration statement with respect to such securities becomes effective effective, if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request. Notwithstanding the foregoing, if, after a registration statement becomes effective, the Corporation becomes engaged in any activity which, in the good faith determination of the Board, involves information that would have to be disclosed in the registration statement but which the Corporation desires to keep confidential for valid business reasons, then the Corporation may at its option by notice to such holders of Restricted Shares that have included shares in such registration statement, require that such holders cease sales of such shares under such registration statement for a period not in excess of ninety days from the date of such notice, such right to be exercised by the Corporation not more than once in any 12-month period. If in connection therewith, the Corporation considers it appropriate for such registration statement to be amended, the Corporation shall so amend such registration statement as promptly as practicable and such holders shall suspend any further sales of their shares until the Corporation advises them that such registration statement has been amended. The time periods referred to herein during which such registration statement must be kept effective shall be extended for an additional number of days equal to the number of days during which the right to sell shares was suspended pursuant to this paragraph.
Appears in 2 contracts
Sources: Stockholders' Agreement (Activbiotics Inc), Stockholders' Agreement (Activbiotics Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 7 to use its best commercially reasonable efforts to effect the registration of any Registrable Restricted Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement or prospectus with respect to such securities and use its best commercially reasonable efforts to cause such registration statement or prospectus to become and remain effective in accordance with Section 3.7(b7.4(b) hereof;
(b) prepare and file with the 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 until the earlier of (i) the sale of all Registrable Restricted Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statementmonths;
(c) furnish to each holder Holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 7 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, as the case may be, and such other documents as such holder Holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Restricted Shares;
(d) use its best commercially reasonable efforts to register or qualify the Registrable Restricted Shares covered by such registration statement or prospectus under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 7 shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder Holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Restricted Shares; provided, however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b7.4(b) hereof, notify each holder Holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 7 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation Company has delivered preliminary or final prospectuses to the holders Holders of Registrable Restricted Shares that are being registered pursuant to this Section 3 7 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation Company shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Restricted Shares and return all prospectuses to the CorporationCompany. The Corporation Company shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Restricted Shares;
(g) upon receipt of such confidentiality agreements as the Company may reasonably request and to the extent the Company is advised by counsel that it may lawfully do so, make available for inspection by any Holder and any underwriter participating in any disposition pursuant to such registration statement or prospectus and any attorney, accountant or other agent retained by any Holder or underwriter, all financial and other records, pertinent corporate documents and documents relating to the business of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such registration statement or prospectus;
(h) otherwise use its reasonable commercial efforts to comply with all applicable rules and regulations of the Commission; (h) advise the Holder promptly after it receives notice or obtains knowledge thereof of the issuance of any stop order suspending the effectiveness of a registration statement which includes the Restricted Shares, or of any order suspending or preventing the use of any related prospectus or cease trading or suspending the qualification of any securities included in such registration statement, for sale in any jurisdiction, or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any such order or its withdrawal if such order has been issued; and
(gi) furnish, at the request of any holder Holder whose Registrable Restricted Shares are being registered or qualified pursuant to this Section 37, on the date that such Registrable Restricted Shares are delivered to the underwriters for sale in connection with a registration or qualification pursuant to this Section 3 7, if such securities are being sold through underwriters, or or, on the date that the registration statement with respect to such securities becomes effective effective, if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation Company for the purposes of such registrationregistration or qualification, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the CorporationCompany, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request. Notwithstanding the foregoing, if, after a registration statement becomes effective, the Company becomes engaged in any activity which, in the good faith determination of the Board of Directors, involves information that would have to be disclosed in the registration statement but which the Company desires to keep confidential for valid business reasons, then the Company may at its option by notice to such Holders of Restricted Shares that have included shares in such registration statement or prospectus, require that such Holders cease sales of such shares under such registration statement or prospectus for a period not in excess of ninety days from the date of such notice, such right to be exercised by the Company not more than once in any 12-month period. If in connection therewith, the Company considers it appropriate for such registration statement or prospectus to be amended, the Company shall so amend such registration statement or prospectus as promptly as practicable and such holders shall suspend any further sales of their shares until the Company advises them that such registration statement or prospectus has been amended. The time periods referred to herein during which such registration statement or prospectus must be kept effective shall be extended for an additional number of days equal to the number of days during which the right to sell shares was suspended pursuant to this paragraph.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Spring Bank Pharmaceuticals, Inc.), Stock Purchase Agreement (Spring Bank Pharmaceuticals, Inc.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Sharesshares of its Common Stock, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to for such securities securities, and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b2(b) hereof;
(bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as ▇▇▇▇▇▇▇▇▇.▇▇▇, INC. FORM 10-QSB - SEPTEMBER 30, 2000 may be necessary to keep such registration statement effective until the earlier of (iA) the sale of all Registrable Shares Common Stock covered thereby or (iiB) nine three months from after the effective date such of the registration statement first becomes effectivestatement, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Common Stock covered by such registration statement;
(ciii) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Shareholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order request, to facilitate the public sale or other disposition of such Registrable Sharesshares of Common Stock issued to Shareholder pursuant to this Agreement;
(div) use its best efforts to register or qualify the Registrable Shares Common Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions New York and up to three other states that do not impose what is commonly referred to as each holder whose Registrable Shares are being registered pursuant merit review (except to this the extent provided in Section 3 shall reasonably request, 2(a)(iv)) and do any and all other acts or things which may be necessary or advisable to enable such holder Shareholder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesCommon Stock; provided, however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(ev) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofAct, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Shareholder of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, as promptly as practicable prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, that such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fvi) if the Corporation Company has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 Shareholder and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation Company shall promptly notify such holders andShareholder and Shareholder , if requested, such holders shall immediately cease making offers of Registrable Shares his Common Stock and return all prospectuses to the CorporationCompany. The Corporation Company shall promptly provide such holders Shareholder with revised prospectuses and, following receipt of the revised prospectuses, such holders Shareholder shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestCommon Stock.
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Shares and use its best efforts to cause such registration statement Registration Statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereofuntil all of such Registrable Shares have been disposed of;
(b) furnish, at least five (5) Business Days before filing a Registration Statement that registers such Registrable Shares, a draft preliminary prospectus relating thereto or any amendments or supplements relating to such a Registration Statement or prospectus, to each holder requesting and entitled to be included in the registration of Registrable Securities and one counsel selected by the Requesting Stockholders (the “Stockholders’ Counsel”), copies of all such documents proposed to be filed (it being understood that such five (5) Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such holders and the Stockholders’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the earlier all of (i) the sale of all such Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, have been disposed of and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares. If any such Registration Statement refers to any holder of Registrable Shares by name or otherwise as the holder of any securities of the Company, then such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder;
(d) notify in writing each holder of Registrable Shares covered by such registration statementRegistration Statement and the Stockholders’ Counsel (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(ce) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the holders of Registrable Shares reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholders to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Stockholders; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 6(e);
(f) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Stockholders included therein such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary and final prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Stockholders may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) without limiting Section 6(e), use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable the Stockholders holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the Stockholders holding such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of or any event as a result of which the prospectus included in such registration, as then in effect, document related thereto includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file the Stockholders prepare and furnish to such holder Stockholders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such sharesRegistrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) make available upon reasonable notice and during normal business hours, for inspection by the Requesting Stockholders holding such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Stockholders or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement. Any of the information which the Company determines in good faith to be confidential, and of which determination the inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the Registration Statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court or governmental agency or authority of competent jurisdiction, (iii) such Information has been made generally available to the public through no breach of the nondisclosure obligations of the Inspectors or their Affiliates or (iv) such disclosure is required to be made under applicable law;
(j) use its best efforts to obtain from its independent certified public accountants “cold comfort” letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(m) promptly issue to any underwriter to which the Stockholders holding such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the “NASD”), or final prospectuses to such other national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements covering a period of twelve (12) months beginning within the next fiscal quarter end after the effective date of the subject registration statement (which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, );
(p) otherwise use its best efforts to take all other steps necessary to effect the Corporation shall promptly notify registration of such holders Registrable Shares contemplated hereby; and, if requested, such holders shall immediately cease making offers
(q) cause senior representatives of the Company to participate in any “road show” or “road shows” reasonably requested by any underwriter of an underwritten or “best efforts” offering of Registrable Shares and return all prospectuses to the CorporationShares. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Company of any event of the kind described in Section 6(h), shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(h), and, if so directed by the Company, such holder shall deliver to the underwriters for sale Company all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder’s possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 1 contract
Sources: Registration Rights Agreement (RedPrairie Holding, Inc.)
Preparation and Filing. If and whenever the Corporation Company is ----------------------- under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Restricted Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Restricted Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 90 days or until all of such Restricted Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the Majority Beneficiaries (the "Selling Stockholders' Counsel"), copies of all such ----------------------------- documents proposed to be filed (it being understood that such five- business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 90 days or until the earlier all of such Restricted Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statementRestricted Shares;
(cd) notify in writing the Selling Stockholders' Counsel promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Restricted Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Restricted Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares reasonably requests and do any and all other acts and filings which may be reasonably necessary or advisable to enable such seller of Restricted Shares to consummate the disposition in such jurisdictions of the Restricted Shares owned by such seller; provided, -------- however, that the Company will not be required to qualify generally to do ------- business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this paragraph (e);
(f) furnish to each holder whose Registrable seller of such Restricted Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, prospectus in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Restricted Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Restricted Shares;
(dg) use its best efforts to register cause such Restricted Shares to be registered with or qualify the Registrable Shares covered approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Restricted Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify on a timely basis each seller of such Restricted Shares at any time when a prospectus covered by relating to such registration statement and relating thereto Restricted Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bparagraph (a) hereofof this Section, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file seller prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) make available for inspection by any seller of such Restricted Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "Inspectors"), all pertinent financial and ---------- other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable ------- them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any ----------- such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public. The seller of Restricted Shares agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type, customarily covered by cold comfort letters;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Restricted Shares;
(m) issue to any underwriter to which any seller of Restricted Shares may sell shares on such offering certificates evidencing such Restricted Shares;
(n) register such Restricted Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus Common Stock is amended not listed on a national securities exchange, use its best
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gp) furnish, at the request of any holder whose Registrable Shares are being registered pursuant use its best efforts to this Section 3, on the date that such Registrable Shares are delivered take all other steps necessary to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that effect the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestRestricted Shares contemplated hereby.
Appears in 1 contract
Sources: Registration Rights Agreement (Advanced Radio Telecom Corp)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five (5) business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the Investors holding a majority of the Registrable Share that are subject to such registration (the “Investors’ Counsel”), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investors’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), which documents shall be subject to the approval of such counsel, which approval shall not be unreasonably withheld;
(c) prepare and file with the 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 at least a period of 180 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify the Investors’ Counsel in writing (i) of the receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Investors reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investors to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Investors; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e) or to provide any material undertaking or make any changes in its By-laws or Certificate of Incorporation which the Board of Directors determines to be contrary to the best interests of the Corporation or to modify any of its contractual relationships then existing;
(f) furnish to each holder whose the Investors holding such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Investors may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) without limiting subsection (e) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable the Investors holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the Investors holding such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 6, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderthe Investors, prepare, file prepare and furnish to such holder Investors a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) subject to the execution of confidentiality agreements in form and substance satisfactory to the Corporation, make available upon reasonable notice and during normal business hours, for inspection by the Investors holding such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Investors or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public; the Investors agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants “cold comfort” letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares;
(m) issue to any underwriter to which the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the Financial Industry Regulatory Authority. (the “FINRA”), or final prospectuses to such other national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(p) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the Corporation shall promptly notify registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporationcontemplated hereby. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Corporation of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(h) hereof, and, if so directed by the Corporation, such holder shall deliver to the underwriters for sale Corporation all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder’s possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 1 contract
Sources: Registration Rights Agreement (Clarus Therapeutics Inc)
Preparation and Filing. (a) If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
: (ai) prepare and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective until the earlier of (x) one hundred and eighty (180) days following the date such registration statement became effective and (y) the date on which all of such Registrable Shares have been disposed of; provided that such period shall be extended for a period of time equal to the period the Demanding Holder refrains from selling any securities included in accordance with Section 3.7(bsuch registration statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement; (ii) hereof;
furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the Majority Demanding Holders (b“Shareholders’ Counsel”), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Shareholders’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances); (iii) prepare and file with the 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 until for the earlier of (iperiod required under Section 7(a)(i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statement;
Shares; (iv) notify the Shareholders’ Counsel (and with respect to clause (b) or (c) below, the holders of Registrable Shares included in such registration) in writing (a) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (b) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (c) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; (v) use its reasonable best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Majority Demanding Holders reasonably request and do any and all other acts and things which may be reasonably Confidential necessary or advisable to enable the Shareholders to consummate the disposition in such jurisdictions of the Registrable Shares included in a registration; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this clause (v); (vi) furnish to each holder whose the holders of Registrable Shares are being registered pursuant to this Section 3 such number of copies of any summary prospectus or other a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder holders may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
; (dvii) without limiting subsection (v) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable the holders of such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that (viii) notify the Corporation shall not be required to consent to general service holders of process for all purposes Registrable Shares included in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) registration on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of or any event as a result of which the prospectus included in such registration, as then in effect, document related thereto includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing and, at the request of such holder, prepare, file and prepare and furnish to the holders of Registrable Shares included in such holder registration a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;
; (fix) make available upon reasonable notice and during normal business hours, for inspection by the Majority Demanding Holders, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Majority Demanding Holders or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the registration statement, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court or governmental agency or authority of competent jurisdiction, (C) such Information has been made generally available to the public through no breach of the nondisclosure obligations of the Inspectors or their Affiliates or (D) such disclosure is required to be made under applicable law; (x) use its reasonable best efforts to prevent the issuance of an order suspending the effectiveness of a registration statement, and if one is issued, use its best efforts to obtain the Corporation has Confidential withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible moment; (xi) use its reasonable best efforts to obtain from its independent certified public accountants “comfort letters” in customary form and at customary times and covering matters of the type customarily covered by comfort letters; (xii) use its reasonable best efforts to obtain from its counsel an opinion or opinions in customary form (which shall also be addressed to the holders selling Registrable Shares); (xiii) enter into such customary agreements (including, if applicable, an underwriting agreement in customary form, including customary representations, warranties, covenants and indemnities) and take such customary action as the underwriters may reasonably request in order to expedite or facilitate the disposition of Registrable Shares; (xiv) not later than the effective date of the applicable registration statement, provide a CUSIP number for all Registrable Shares and as applicable provide the applicable transfer agent with printed certificates for the Registrable Shares which are in a form eligible for deposit with The Depository Trust Company; (xv) provide and cause to be maintained a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares (and in connection therewith, if required by the Company’s transfer agent, the Company will, as soon as reasonably practicable, use its commercially reasonable efforts to cause an opinion of counsel in customary form as to the effectiveness of the registration statement or the availability of Rule 144 to be delivered preliminary to and maintained with such transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to transfer such Registrable Shares without any legend upon sale by the Shareholders or final prospectuses the underwriter or managing underwriter of an underwritten offering of Registrable Shares, if any, of such Registrable Shares under the registration statement or pursuant to Rule 144 and to deposit such Registrable Shares with The Depository Trust Company); (xvi) promptly issue to any underwriter to which the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify may sell shares in such holders and, if requested, offering certificates evidencing such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gxvii) furnishin connection with an underwritten offering, at participate, to the request of any holder whose extent reasonably requested by the managing underwriter for the offering, in customary efforts to sell Registrable Shares are being registered pursuant offered, and cause such steps to this Section 3, on be taken to ensure good faith participation of senior management officers of the date that Company in “road shows” as is customary; (xviii) use its reasonable best efforts to list such Registrable Shares on any national securities exchange on which any Common Shares are delivered to the underwriters for sale in connection listed; (xix) cooperate with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form each holder and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriterseach underwriter, if any, participating in the disposition of such Registrable Shares and their respective counsel in connection with any filings required to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.be made with FINRA;
Appears in 1 contract
Sources: Registration Rights Agreement (Accelerant Holdings)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and (i) use its best efforts to cause a registration statement that registers such Registrable Shares to become and remain effective until all of such Registrable Shares have been disposed of, or (ii) with respect to a Series F Exchange Act Demand, use its best efforts to prepare and file a registration statement on Form 8-A or Form 10 (or any other applicable form) and cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereofuntil all of such Series F Registrable Shares have been registered under the Exchange Act and to take any other necessary action to effect such registration under the Exchange Act;
(b) furnish, at least seven (7) Business Days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such registration statement or prospectus, to the holders of such Registrable Shares covered by such registration statement and their respective counsel, which with respect to the Series F Holders, shall be one counsel selected by the Series F Holders and any additional local counsel, if necessary, and with respect to Stockholders other than the Series F Holders, shall be one counsel selected by the holders of a majority of the Other Registrable Shares, and which counsel, in each case, shall be reasonably acceptable to the Investors requesting such registration (together, the “Stockholders’ Counsel”), copies of all such documents proposed to be filed (it being understood that such seven (7) Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Stockholders’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 until the earlier all of (i) the sale of all such Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, have been disposed of and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) promptly notify in writing the Stockholders’ Counsel (i) of the receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the holders of Registrable Shares reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Stockholders to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Stockholders; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e);
(f) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Stockholders such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Stockholders may reasonably request in order to facilitate the public sale Public Sale or other disposition of such Registrable Shares;
(dg) without limiting subsection (e) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable the Stockholders holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) promptly notify the Stockholders holding such Registrable Shares at any time when a prospectus covered by relating to such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of or any event as a result of which the prospectus included in such registration, as then in effect, document related thereto includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing under which they were made and, at the request of such holder, prepare, file the Stockholders prepare and furnish to such holder the Stockholders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingunder which they were made;
(fi) if make available upon reasonable notice and during normal business hours, for inspection by the Stockholders holding such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Stockholders or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent documents and properties of the Corporation (collectively, the “Records”), as shall be reasonably necessary to enable them to conduct due diligence, and cause the Corporation’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court or governmental agency or authority of competent jurisdiction, (iii) such Information has delivered preliminary or final prospectuses been made generally available to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements public through no breach of the Securities Act, nondisclosure obligations of the Corporation shall promptly notify Inspectors or their Affiliates or (iv) such holders and, if requested, such holders shall immediately cease making offers disclosure is required to be made under applicable law;
(j) cooperate with each holder of Registrable Shares and return all prospectuses each underwriter participating in the disposition of such Registrable Shares and their respective counsel in connection with any filings required to be made with FINRA;
(k) in the event of an underwritten offering, (1) enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; and (2) cause senior executives of the Corporation to participate in any road shows reasonably requested by any underwriter of an underwritten offering of any Registrable Shares;
(l) in the event of an underwritten offering, use its best efforts to obtain from its independent certified public accountants “cold comfort” letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(m) use its best efforts to obtain from its counsel an opinion or opinions in customary form, scope and substance, which shall be reasonably satisfactory to the Stockholders, any underwriters with respect to an underwritten offering, and their respective counsel;
(n) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation. The Corporation shall ) for such Registrable Shares;
(o) promptly provide issue to any underwriter to which the Stockholders holding such holders with revised prospectuses and, following receipt Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(p) list such Registrable Shares on each national securities exchange on which any shares of the revised prospectusesCommon Stock are listed or the quotation system on which any of the Corporation’s equity securities are then listed, or such other national securities exchange as the holders of a majority of such Registrable Shares shall be free reasonably request;
(q) otherwise use its best efforts to resume making offers comply with all applicable rules and regulations of the Commission and make available to the Stockholders, as soon as reasonably practicable, earnings statements covering a period of twelve (12) months beginning within three months after the effective date of the subject registration statement; and
(r) otherwise use its best efforts to take all other steps necessary to effect the registration and disposition of such Registrable Shares contemplated hereby. Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Corporation of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(h) hereof or until such holder is advised in writing by the Corporation that the use of the prospectus may be resumed, and, if so directed by the Corporation, such holder shall deliver to the underwriters for sale Corporation all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder’s possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 1 contract
Sources: Registration Rights Agreement (Zeta Global Holdings Corp.)
Preparation and Filing. 4.1 If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts to effect the Company shall have filed a registration of any statement which includes Registrable Shares, the Corporation shallCompany shall , as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective for a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier); it being understood that such registration statement may, in accordance with Section 3.7(bthe Company's discretion, be on any form that the Company is eligible to use to register the resale of the Registrable Shares; it being further understood that before or following the effectiveness of a registration statement covering the Registrable Shares, the Company may change to another form of registration statement for which the Company is then eligible to register its securities, provided that at least one registration statement covering the Registrable Shares not yet sold remains effective during such 180 day period or until all of such Registrable Shares have been disposed of (if earlier). In addition, by or before the conclusion of such 180 day period, the Company may take such actions for any such registration statement covering Registrable Shares (or, in the Company's discretion, a registration statement on another form that the Company is eligible to use to register its securities) hereofto remain effective for such additional time period as the Company shall decide in its sole discretion;
(b) prepare and file with the 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 (or, in the Company's discretion, a registration statement on another form that the Company is eligible to use to register its securities) effective for a period of 180 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered Shares, or such longer period as is determined by such registration statementthe Company pursuant to Section 4.1(a) hereof;
(c) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Investors reasonably request and do any and all other acts and things that may be reasonably necessary or advisable to enable the Investors to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Investors; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (c) or to provide any material undertaking or make any changes in its By-laws or Articles of Association which the Board of Directors determines to be contrary to the best interests of the Company or to modify any of its contractual relationships then existing;
(d) furnish to each holder whose the Investors holding such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Investors may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(de) without limiting subsection (c) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable the Investors holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(ef) notify the Investors holding such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 4, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderan Investor, prepare, file prepare and furnish to such holder Investor a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fg) if provide a transfer agent and registrar (which may be the Corporation has delivered preliminary or final prospectuses same entity and which may be the Company) for such Registrable Shares;
(h) issue to any underwriter to which the Investors may sell shares in such offering certificates evidencing such Registrable Shares;
(i) list such Registrable Shares on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD");
(j) subject to all the other provisions of this Agreement, use its best efforts to take all other steps accessory to effect the registration of such Registrable Shares contemplated hereby.
4.2 The Investors, upon receipt of any notice from the Company of any event of the kind described in Section 4.1(f) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the holders of registration statement covering such Registrable Shares that are being registered pursuant to this Section 3 and after having done so until the prospectus is amended to comply with the requirements Investors' receipt of the Securities Actcopies of the supplemented or amended prospectus contemplated by Section 4.1(f) hereof, the Corporation shall promptly notify such holders and, if requestedso directed by the Company, such holders the Investors shall immediately cease making offers of Registrable Shares and return all prospectuses deliver to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses andCompany all copies then in the Investors' possession, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that prospectus covering such Registrable Shares are delivered to at the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, time of the counsel representing the Corporation for the purposes receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 1 contract
Sources: Share Purchase Agreement (Bos Better Online Solutions LTD)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its reasonable best efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities a registration under Sections 2 and 3, use its reasonable best efforts to cause such a registration statement that proposes to register such Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 270 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that proposes to register such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such registration statement or prospectus, to each holder of Registrable Shares (the "Selling Holder"), to any counsel to any Selling Holder and to one counsel selected by the holders of a majority of such Registrable Shares (the "Selling Holders' Counsel"), copies of all such documents proposed to be filed;
(c) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith related thereto as may be necessary to keep such registration statement effective for at least the periods set forth in Section 6(a) or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify in writing any counsel to any Selling Holder and the Selling Holders' Counsel promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this paragraph (e);
(f) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify on a timely basis each Selling Holder at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bparagraph (a) hereofof this Section, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) make available for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public; the Selling Holder agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) if the Corporation has delivered preliminary offering is to be underwritten, enter into any necessary agreement in connection therewith (including an underwriting agreement containing customary representations, warranties and agreements);
(k) in the case of an underwritten offering, use its best efforts to obtain from its independent certified public accountants "comfort" letters in customary form and at customary times and covering matters of the type customarily covered by comfort letters;
(l) in the case of an underwritten offering, use its best efforts to obtain from its outside counsel an opinion or final prospectuses opinions in customary form;
(m) provide a transfer agent and registrar (which may be the same entity and which may not be the Company) for such Registrable Shares;
(n) issue to any underwriter to which any Selling Holder may sell shares in such offering certificates evidencing such Registrable Shares;
(o) list such Registrable Shares on the American Stock Exchange or any national securities exchange on which any shares of the Common Stock are listed, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on such national securities exchange or NASDAQ as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall request;
(p) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gq) furnish, at use its best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcontemplated hereby.
Appears in 1 contract
Sources: Registration Rights Agreement (Amc Entertainment Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this paragraph 3 to use its best efforts to effect the registration Registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become and remain effective in accordance with Section 3.7(b3.4(b) hereof, keeping Advisor and/or holders advised as to the initiation, progress and completion of the Registration;
(b) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statements-and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) for nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Advisor and/or holders such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Advisor and/or holders may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(d) use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 of the Advisor and/or holders shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; provided, provided however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
; and (e) at any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b3.3 (b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the Advisor and/or holders of the happening of any event as a result of which the prospectus included in such registrationRegistration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 1 contract
Preparation and Filing. (a) If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 150 days or until all of such Registrable Shares have been disposed of (if earlier);
(bii) furnish, at least five business days before filing a registration statement, to counsel designated by the Series F Preferred Stockholders, Series E Preferred Stockholders and Series D Preferred Stockholders ("INVESTORS' COUNSEL"), a copy of the registration statement proposed to be filed and the prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investors' Counsel in advance of the proposed filing by a period of time that is reasonable under the circumstances);
(iii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith relating thereto as may be necessary to keep such registration statement effective for at least a period of 150 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(civ) provide written notice to Investors' Counsel concerning (i) the receipt by the Corporation of any comments of the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the holders of the Registrable Shares reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of such holders' Registrable Shares; PROVIDED, HOWEVER, that the Corporation will not be required (i) to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (v), (ii) to provide any material undertaking or make any changes in its by-laws or certificate of incorporation which the Board of Directors determines to be contrary to the best interests of the Corporation or (iii) to modify any of its contractual relationships then existing;
(vi) furnish to each holder whose the holders of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder holders may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dvii) without limiting subsection (v) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable (by virtue of the business and operations of the Corporation) to enable the holders of such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eviii) at any time when a prospectus covered by notify the holders of such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 on a timely basis of the happening of any event as a result of which the a prospectus included in the registration statement relating to such registrationRegistrable Shares, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderholders, prepare, file prepare and furnish to such holder holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so thatto cause such prospectus, as thereafter delivered so supplemented or amended, not to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) if subject to the execution of confidentiality agreements in form and substance satisfactory to the Corporation has delivered preliminary or final prospectuses to and upon reasonable notice and during normal business hours, make available for inspection by the holders of such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Series F Preferred Stockholders, Series E Preferred Stockholders, Series D Preferred Stockholders or underwriter (collectively, the "INSPECTORS"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "RECORDS"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "INFORMATION") reasonably requested by any such Inspector in connection with such registration statement. Notwithstanding the foregoing, any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed to or by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information is generally available to the public other than as a result of disclosure by the Inspectors; the holders of such Registrable Shares agree that are being registered they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential; and the Inspectors shall use best efforts to maintain the confidentiality of all information disclosed pursuant to this Section 3 6(a)(ix);
(x) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form, at customary times and after having done so covering matters of the prospectus type customarily covered by cold comfort letters;
(xi) obtain from its counsel an opinion or opinions in customary form;
(xii) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares;
(xiii) issue to any underwriter to which the holders of such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(xiv) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is amended not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for listing on the Nasdaq National Market, or such other national securities exchange as the holders of a majority of such Registrable Shares shall reasonably request;
(xv) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(xvi) subject to all the other provisions of this Agreement, the Corporation shall promptly notify use its best efforts to take all other steps necessary to effect such holders andregistration of such Registrable Shares contemplated hereby (including, without limitation, if requested, such holders shall immediately cease making offers the method of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt distribution is by means of the revised prospectuses, such holders shall be free to resume making offers an underwriting agreement in customary form).
(b) Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Corporation of any event of the kind described in Section 6(a)(viii) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(a)(viii) hereof, and, if so directed by the Corporation, such holder shall deliver to the underwriters for sale Corporation all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Reserved Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities Reserved Shares and use its best efforts to cause such registration statement to become and remain effective for at least 180 days or until the selling stockholders have completed the distribution described in accordance with Section 3.7(b) hereofthe registration statement relating thereto, whichever first occurs;
(b) prepare and file with the Commission such amendments and supplements to such registration statement statements and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until for at least the earlier of time period set forth in subsection (ia) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Reserved Shares covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 selling stockholder such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller may reasonably request in order to facilitate the public sale or other disposition of such Registrable Reserved Shares;
(d) use its best efforts to register or qualify the Registrable Reserved Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 such seller (or, in the case of an underwritten offering, the managing underwriter) shall reasonably requestrequest (pROVIDED, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, howeverHOWEVER, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then qualified, unless the Corporation is already subject to process, qualify to do business such service in such jurisdiction and except as a foreign corporation where it would not may be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxesby the Securities Act);
(e) notify each seller of Reserved Shares covered by such registration statement, at any time when a prospectus relating to the Reserved Shares covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (b) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 7, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing andexisting, and at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable or holders requesting registration of Reserved Shares pursuant to this Agreement, if such Reserved Shares are being registered pursuant sold through underwriters, furnish to this Section 3, the underwriters on the date that such Registrable Reserved Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 sale, or, if such securities Reserved Shares are not being sold through underwriters, furnish to such holder or holders on the date that the registration statement with respect to such securities Reserved Shares becomes effective if such securities are not being sold through underwriterseffective, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, ; and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request;
(g) cause all securities registered under this Agreement to be listed on each securities exchange on which similar securities issued by the Corporation are then listed; and
(h) provide a transfer agent and registrar for all securities registered under this Agreement and a cusip number not later than the effective date of such registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Genaissance Pharmaceuticals Inc)
Preparation and Filing. If and whenever the Corporation Company is ---------------------- under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities Registrable Securities and (in the case of a registration pursuant to Section 2 hereof) use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereofeffective;
(b) prepare and file with the 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 at least a period of 180 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered Shares, provided that the Company may suspend (and such suspension shall extend such 180-day period by the same duration) for up to 45 days the effectiveness of such registration statement, or elect not to amend such registration statement or supplement the prospectus used in connection therewith so that sales may not be made thereon for up to 45 days (and such period of delay shall extend such 180- day period by the same duration), if the making of disclosures required by such registration statementstatement would have a material adverse affect upon the Company or its securities and such disclosures are not otherwise required to be made; provided that any such suspensions, along with suspensions or -------- delays pursuant to Section 2(c) hereof are limited to an aggregate of 90 days in any twelve month period;
(c) furnish to each holder notify in writing one firm acting as counsel for the Selling Investors on whose behalf the Registrable Shares are being registered pursuant promptly (i) of any comments by the Commission with respect to such registration statement or prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(d) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, however, that the Company will not be required to qualify -------- ------- generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this Section 3 paragraph (d);
(e) furnish to each seller of such Registrable Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits and documents incorporated by reference therein, except that the Company shall not be obligated to furnish any such seller with more than two copies of such exhibits and documents), such number of copies of the prospectus included in such registration statement (including any summary prospectus or other prospectus, including a preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(df) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eg) notify on a timely basis each seller of such Registrable Shares at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 5, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fh) if give each seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the Corporation has delivered preliminary "Inspectors") the opportunity to participate in the preparation of such registration statement, each prospectus included therein, and each amendment and supplement thereto, and give each Inspector all pertinent financial and other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility;
(i) use its best efforts to obtain, from its independent certified public accountants, a "cold comfort" letter in customary form and covering such matters of the type customarily covered by cold comfort letters;
(j) use its best efforts to obtain, from its counsel, an opinion or final prospectuses opinions in customary form;
(k) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(l) issue to the holders any underwriter to which any seller of Registrable Shares that may sell shares in such offering, certificates evidencing such Registrable Shares;
(m) use its best efforts to list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are being registered pursuant to this Section 3 and after having done so listed or for qualify such Registrable Shares for inclusion on the prospectus is amended automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), as applicable;
(n) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission, and make available to its security holders, as soon as reasonably practicable, earnings statements which need not be audited covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act;
(o) use its best efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby;
(p) if the registration involves an underwritten offering, enter into an underwriting agreement in customary form with the Corporation shall promptly notify underwriter or underwriters selected for such holders andunderwriting and deliver to each selling Investor, if requested, such holders shall immediately cease making offers its counsel and each underwriter of Registrable Shares owned by the Registering stockholders to be distributed pursuant to such registration, the certificates, opinions of counsel and return all prospectuses comfort letters that are customarily delivered in connection with underwritten offerings.
(q) before sales of Registrable Shares under a registration statement, cooperate with the selling Investors and each underwriter of Registrable Shares owned by the selling Investors to facilitate the Corporationtimely preparation and delivery of certificates (not bearing any restrictive legends) representing the Registrable Shares to be sold under the Registration Statement and to enable such Registrable Shares to be in such denominations and registered in such names as the seller or the underwriter may request. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Company of any event of the kind described in Section 5(g) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(g) hereof, and, if so directed by the Company, such holder shall deliver to the underwriters for sale Company all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing most recent prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 1 contract
Sources: Registration Rights Agreement (Advanced Radio Telecom Corp)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 hereof to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 120 days or until all of such Registrable Shares have been disposed of (if earlier);
(bii) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by AOL, copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(iii) prepare and file with the 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 at least a period of 120 days or until the earlier all of such Registrable Shares, have been disposed of (iif earlier) the sale of all and with regard to such Registrable Shares covered thereby or (ii) nine months from and the date such registration statement first becomes effective, and Primary Shares to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(civ) notify in writing AOL’s counsel promptly (i) of the receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its best efforts to register or qualify such Registrable Shares, under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this paragraph (v);
(vi) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dvii) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eviii) notify on a timely basis each seller of such Registrable Shares at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bparagraph (i) hereofof this Section, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) if make available for inspection by any seller of such Registrable Shares and any attorney, accountant or other agent retained by any such seller (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has delivered preliminary or final prospectuses been made generally available to the holders public. The seller of Registrable Shares, agrees that it win, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(x) use its best efforts to obtain from its independent certified public accountants “comfort” letters in customary form and at customary times and covering matters of the type customarily covered by comfort letters;
(xi) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(xii) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares;
(xiii) issue to any underwriter to which any seller of Registrable Shares that may sell shares in such offering stock’ certificates evidencing such Registrable Shares;.
(xiv) apply to list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are being registered pursuant listed or, if the Common Stock is not listed on a national securities exchange, use its best efforts to this Section 3 and after having done so qualify such Registrable Shares for inclusion on the prospectus is amended automated quotation system of the National Association of Securities Dealers, Inc. (the “NASD”);
(xv) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission applicable to or affecting such registration and sale and make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gxvi) furnish, at use its best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcontemplated hereby.
Appears in 1 contract
Sources: Rights Agreement (Healthaxis Inc)
Preparation and Filing. If and whenever the Corporation Company is under an ---------------------- obligation pursuant to the provisions of Sections 3.5 and/or 3.6 Section 1 to use its best efforts to effect the registration of any Registrable SharesCommon Stock, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof4(b);
(b) prepare and file with the to 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 until the earlier of the date on which (i) the sale of all Registrable Shares covered thereby or Common Stock registered pursuant thereto shall have been sold, (ii) nine months the holders of said Purchaser's Common Stock being so registered agree to terminate said registration, (iii) the registration rights hereunder terminate and (iv) 90 days from the date such registration statement first becomes shall have become effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Common Stock covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 selling stockholder such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesCommon Stock;
(d) use its best efforts to register or qualify the Registrable Shares Common Stock covered by such registration statement under the securities or "blue sky sky" laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant such seller reasonably request (provided, however, that the Company shall not be required to this Section 3 shall reasonably request, consent to ----------------- general service of process for all purposes in any jurisdiction where it is not then qualified) and do any and all other acts or things which may be necessary or advisable to enable such holder seller to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxessecurities;
(e) notify each seller of Common Stock covered by such registration statement, at any time when a prospectus relating thereto covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof3(b), notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gf) furnish, at the request of any holder whose Registrable Shares are being registered or holders requesting registration of Common Stock pursuant to this Section 31, on the date that such Registrable Shares are Common Stock is delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 such registration, if such securities are being sold through underwriters, or or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwritersbecome effective, (i) an opinion, dated such date, of the counsel representing the Corporation Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, Company; and (ii) a letter dated such date, from the independent certified public accountants of the CorporationCompany, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(bfor a period of 90 days (or 12 months for registrations on Form S-3 or successor form) hereofor until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the holders of a majority in interest of Registrable Shares (the Holders' Counsel"), copies for review and comment during such five days of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Holders' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 90 days (or 12 months for registrations on Form S-3 or successor form) or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by and furnish copies of all such registration statementamendments and supplements to Holders' Counsel;
(cd) notify in writing the Holders' Counsel promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission relating to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amendment or supplement thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes and furnish copies of all such notices to Holders' Counsel;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or "blue sky" laws of such jurisdictions as the Holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the holders of Registrable Shares to consummate the disposition in such jurisdictions of such Registrable Shares; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e);
(f) furnish to each holder whose the holders of Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder the holders of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the holders of Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the holders of Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 7, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderthe holders of Registrable Shares, prepare, file prepare and furnish to such holder the holders of Registrable Shares a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if make available for inspection by the Corporation has delivered preliminary holders of Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or final prospectuses to other agent retained by the holders of Registrable Shares that or any underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such holders of Registrable Shares in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are being registered so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to this Section 3 a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public. The holders of Registrable Shares agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and after having done so allow the prospectus Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(m) issue to any underwriter to which the holders of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is amended not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), or such other national securities exchange as the holders of a majority of the Registrable Shares shall request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gp) furnish, at use its best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcontemplated hereby.
Appears in 1 contract
Sources: Registration Rights Agreement (BMJ Medical Management Inc)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts Section 2 to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) a. prepare and file diligently pursue the filing with the Commission of a registration statement with respect to such securities and use its best reasonable efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereoffor the Distribution Period, but no longer;
(b) b. notify Stockholder of the effectiveness of the registration statement and prepare and file with the 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 until for the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effectiveDistribution Period, and to comply with the provisions of the Securities Act with respect but no longer;
c. furnish to the sale or other disposition of all Registrable Shares covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Stockholder such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder the Stockholder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(d) d. use its best reasonable efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or "blue sky sky" laws of such jurisdictions states as each holder whose Registrable Shares are being registered pursuant to this Section 3 the Stockholder shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; request (provided, however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject qualified) and do any and all other acts or things which may be necessary or advisable to process, qualify enable the Stockholder to do business as a foreign corporation where it would not be otherwise required to qualify consummate the public sale or submit to liability for state or local taxes where it is not otherwise liable for other disposition in such taxesjurisdictions of such securities;
(e) e. notify the Stockholder at any time during the Distribution Period when a prospectus relating thereto covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofAct, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing andexisting, and at the request of such holderStockholder, prepare, file prepare and furnish to such holder Stockholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses f. use reasonable efforts to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, the Stockholder on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 2, if such securities are being sold through underwriters, or or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriterseffective, (i) an opinion, dated such date, of the counsel representing the Corporation Company for the purposes of such registration, stating that such registration statement has become effective under the Securities Act and that (A) to the best of such counsel's knowledge, 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 thereof, comply as to form in form all material respects with the requirements of the Securities Act and substance the applicable rules and regulations of the Commission thereunder (except no opinion or statement is required regarding financial statements and other financial and statistical data), and (C) to such other matters as is customarily given to underwriters in an underwritten public offering, addressed to may reasonably be requested by counsel for the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the CorporationCompany, 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 or incorporated by reference in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed such letter shall additionally cover such other financial matters with respect to the registration in respect of which such letter is being given as such underwriters, if any, may reasonably request.
g. cause all included Registrable Shares to be listed on each securities exchange on which similar securities issued by the Company are then listed, and, if not so listed, to be listed on the NASD automated quotation system;
h. provide a transfer agent and registrar for all included Registrable Shares not later than the effective date of such registration statement;
i. enter into such customary agreements, take all such other actions, and cause the Company's officers, directors, employees and independent accountants to supply all information as Stockholder may reasonably request in order to expedite or facilitate the disposition of the registered Registrable Shares;
j. comply with all applicable rules and regulations of the Commission; and
k. 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 Registrable Shares included in such registration statement for sale in any jurisdiction, the Company shall use reasonable efforts to promptly obtain the withdrawal of such order. Notwithstanding anything to the holder or holders making such requestcontrary contained herein, the Company shall have the right to deregister any Registerable Shares that remain unsold at the conclusion of any Distribution Period.
Appears in 1 contract
Sources: Registration Rights Agreement (Cross Continent Auto Retailers Inc M&l)
Preparation and Filing. (a) If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Article IV to use its best efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with With respect to such securities registrations pursuant to Sections 4.1, 4.2 and 4.3, use its best efforts to cause a Registration Statement that registers such registration statement Registrable Shares to become and remain effective in accordance with Section 3.7(bfor a period of 150 days (excluding any period during which such effectiveness is suspended) hereofor until all of such Registrable Shares have been disposed of (if earlier);
(bii) furnish, at least five Business Days before filing a Registration Statement that registers such Registrable Shares, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by, in the case of a Registration initiated pursuant to Section 4.1(a) or 4.3, the Requisite Investors (the "Investors' Counsel"), copies of all such documents proposed to be filed (it being understood that such five Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investors' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(iii) prepare and file with the Commission 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 at least the period set forth in Section 4.4(a)(i) or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(civ) notify the Investors' Counsel promptly in writing (A) of any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose (and the Company shall use its best efforts to prevent the issuance thereof or, if issued, to obtain its withdrawal) and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this clause (v);
(vi) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dvii) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities or blue sky laws of such jurisdictions other Governmental Authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eviii) notify on a timely basis each seller of such Registrable Shares at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (i) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 4.4(a) of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "Inspectors"), all pertinent financial, business and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such Registration Statement (and any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be used by such seller or such Inspector for any purpose other than exercise of such due diligence responsibility and shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the Registration Statement, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (C) such Information has been made generally available to the public or (D) the seller of Registrable Shares agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(x) use its best efforts to obtain from its independent certified public accountants a "cold comfort" letter in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xi) use its best efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to the Investors selling Registrable Shares in such registration);
(xii) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(xiii) issue to any underwriter to which any seller of Registrable Shares may sell Securities in such offering certificates evidencing such Registrable Shares;
(xiv) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), National Market System ("NMS"), or final prospectuses such other national securities exchange as the Requisite Investors shall request if the Common Stock is not then eligible for trading on the NMS;
(xv) otherwise use its best efforts to comply with all applicable rules and regulations of the holders Commission, and make available to its securityholders, as soon as reasonably practicable, earnings statements which need not be audited covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(xvi) use its best efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby.
(b) Each holder of Registrable Shares that are being registered sells Registrable Shares pursuant to a registration under this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify Agreement agrees that during such holders and, if requested, time as such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall seller may be free to resume making offers engaged in a distribution of the Registrable Shares, such seller shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things: (i) not engage in any stabilization activity in connection with the Securities of the Company in contravention of such rules; and
(gii) furnish, at distribute the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on under the date that Registration Statement solely in the manner described in the Registration Statement; and (iii) cease distribution of such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on Registration Statement upon receipt of written notice from the date Company that the registration prospectus covering the Registrable Shares contains any untrue statement with respect of a material fact or omits a material fact required to such securities becomes effective if such securities are be stated therein or necessary to make the statements therein not being sold through underwriters, (i) an opinion, dated such date, misleading in light of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcircumstances then existing.
Appears in 1 contract
Sources: Investor Rights Agreement (Seattle Genetics Inc /Wa)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation shall, shall as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities Registrable Shares and use its best efforts to cause such registration statement to become effective and, upon the request of the holders of a majority of the Registrable Shares being registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the holders of Registrable Shares refrain from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and remain (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Shares are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis; and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit (in accordance with lieu of filing a post-effective amendment which (I) includes any prospectus required by Section 3.7(b10(a)(3) hereof;of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement) the incorporation by reference, in the registration statement, of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act.
(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares securities covered by such registration statement;.
(c) RESERVED;
(d) RESERVED;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Investor reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investor to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Investor; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e) or to provide any material undertaking or make any changes in its By-laws or Certificate of Incorporation which the Board of Directors determines to be contrary to the best interests of the Corporation or to modify any of its contractual relationships then existing;
(f) furnish to each holder whose the Investor holding such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Investor may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) without limiting subsection (e) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable the Investor holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the Investor holding such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 3, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderthe Investor, prepare, file prepare and furnish to such holder Investor a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) subject to the execution of confidentiality agreements in form and substance satisfactory to the Corporation, make available upon reasonable notice and during normal business hours, for inspection by the Investor holding such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Investor or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Corporation determines in good faith to be confidential and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or an omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public; the Investor agree that they will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants “cold comfort” letters addressed to the Corporation and any selling shareholders in customary form and at customary times and covering matters of the type customarily covered by cold comfort benefits;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form addressed to the Corporation and any selling shareholders;
(l) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each holder of Registrable Shares participating in such underwriting shall also enter into and perform its obligations under such an agreement;
(m) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration;
(n) issue to any underwriter to which the Investor holding such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(o) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the “NASDAQ”), or final prospectuses to such other national securities exchange as the holders of a majority of such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended shall reasonably request;
(p) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11 (a) of the Securities Act; and
(q) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary to effect the Corporation shall promptly notify registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers contemplated hereby.
(r) Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Corporation of any event of the kind described in Section 3(h) hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that registration statement covering such Registrable Shares are delivered until such holders’ receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(h) hereof, and, if so directed by the Corporation, such holder shall deliver to the underwriters for sale Corporation all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder’s possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 1 contract
Sources: Registration Rights Agreement (Converted Organics Inc.)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicableThe Company will:
(a) prepare and file with the Commission a registration statement each Shelf Registration Statement with respect to such securities Registrable Securities as contemplated by this Agreement and use its reasonable best efforts to cause such registration statement each Shelf Registration Statement to become and remain effective in accordance with Section 3.7(b) hereof;
(b) prepare and file with the 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 until the earlier of (i) the sale date on which all of all the respective Registrable Shares covered thereby or Securities have ceased to be Registrable Securities and (ii) nine months from the two year anniversary of the effective date of such registration statement first becomes effectiveShelf Registration Statement (such two year anniversary, and the "Shelf Expiration Date");
(b) otherwise use its reasonable best efforts to comply in all material respects with the provisions all applicable rules and regulations of the Commission;
(c) use its reasonable best efforts to cause all the Registrable Securities Act to be listed on the Nasdaq Stock Market promptly following issuance, if the Registrable Securities are not already so listed, or such other principal trading market on which the Common Stock then trades if the Common Stock is not then traded on the Nasdaq Stock Market;
(d) take such actions as the Stockholders shall reasonably request in order to expedite or facilitate the disposition of the Registrable Securities, subject to the terms and conditions of this Agreement; provided that the Company shall not be obligated pursuant to this subsection or any other provision of this Agreement to participate in or assist with a "road show" or other special selling efforts with respect to the sale or other disposition of all Registrable Shares covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxesSecurities;
(e) permit the Stockholders to participate in the preparation of the Shelf Registration Statements and to require the insertion therein of material furnished to the Company in writing which in the judgment of the Stockholders should be included and which is reasonably acceptable to the Company;
(f) use such reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of any Shelf Registration Statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the lifting thereof at the earliest reasonable time;
(g) not at any time file or make any amendment to any Shelf Registration Statement, or any amendment of or supplement to the respective Prospectus (excluding the documents incorporated by reference into such Prospectus), of which the Stockholders shall not have previously been advised or furnished a copy or to which the Stockholders, or counsel for the Stockholders, shall reasonably object;
(h) furnish to the Stockholders without charge as many signed copies of the Shelf Registration Statements (as originally filed) and of all amendments thereto, whether filed before or after the Shelf Registration Statement becomes effective, copies of all exhibits and documents filed therewith, including documents incorporated by reference into the respective Prospectus, and signed copies of all consents and certificates of experts, as the Stockholders may reasonably request;
(i) the Company will deliver to the Stockholders, without charge, from time to time during the period when a prospectus covered by such registration statement and relating thereto any Prospectus is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofAct, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 such number of copies of the happening respective Prospectus (as supplemented or amended) as the Stockholders may reasonably request; and
(j) comply in all material respects to the best of its ability with the Securities Act and the rules and regulations of the Commission thereunder, and the Exchange Act and the rules and regulations of the Commission thereunder, and any applicable state "blue sky" laws, so as to permit the completion of the distribution of the Registrable Securities in accordance with the intended method or methods of distribution contemplated in the respective Prospectus and permitted by this Agreement. If at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Securities any event shall occur or condition exist as a result of which it is necessary or desirable, based on the prospectus included advice of counsel for the Stockholders or agents or counsel for the Company, to amend any Shelf Registration Statement or amend or supplement the respective Prospectus in order that such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall Prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing;
(f) existing at the time it is delivered to a purchaser, or if it shall be necessary or desirable, based on the Corporation has delivered preliminary advice of such counsel, at any such time to amend any Shelf Registration Statement or final prospectuses amend or supplement the respective Prospectus of the Company, the Company will promptly prepare and file with the Commission such amendment or supplement as may be necessary to the holders of Registrable Shares that are being registered pursuant correct such untrue statement or omission or to this Section 3 and after having done so the prospectus is amended to make such Shelf Registration Statement or Prospectus comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestrequirements.
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation Company is under an ---------------------- obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 2 to use its best efforts to effect the registration Registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become and remain effective in accordance with Section 3.7(b2.4 (b) hereof, keeping each Selling Shareholder advised as to the initiation, progress and completion of the Registration;
(b) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) for nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Shareholder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(d) use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; provided, however, provided -------- however that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to ------- process, qualify to do business as as-a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;; and
(e) at any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b2.3 (b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder of the happening of any event as a result of which the prospectus included in such registrationRegistration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein statement there in not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation Company is under an ---------------------- obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 2 to use its best efforts to effect the registration Registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become and remain effective in accordance with Section 3.7(b2.4(b) hereof, keeping each Selling Shareholder advised as to the initiation, progress and completion of the Registration;
(b) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statements and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) for nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(d) use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; provided, --------- however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to ------- process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;; and
(e) at any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b2.4(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder of the happening of any event as a result of which the prospectus included in such registrationRegistration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 1 contract
Sources: Registration Rights Agreement (Accent Color Sciences Inc)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions provision of Sections 3.5 and/or 3.6 this Section 3 to use its best efforts to effect the registration of any Registrable Restricted Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof;; -------------------- ** This portion has been redacted pursuant to a request for confidential treatment.
(b) prepare and file with the 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 until the earlier of (i) the sale of all Registrable Restricted Shares covered thereby hereby or (ii) nine months from the date such registration statement first becomes effectivemonths, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Restricted Shares covered by such registration statement;
(c) furnish to each holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Restricted Shares;
(d) use its best efforts to register or qualify the Registrable Restricted Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Restricted Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes purpose in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Restricted Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Restricted Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Restricted Shares; and
(g) furnish, at the request of any holder whose Registrable Restricted Shares are being registered pursuant to this Section 3, on the date that such Registrable Restricted Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 3, if such securities are being sold through underwriters, or or, on the date that the registration statement with respect to such securities becomes effective effective, if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offeringoffering , addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 7 to use its best commercially reasonable efforts to effect the registration of any Registrable Restricted Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement or prospectus with respect to such securities and use its best commercially reasonable efforts to cause such registration statement or prospectus to become and remain effective in accordance with Section 3.7(b7.4(b) hereof;
(b) prepare and file with the 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 until the earlier of (i) the sale of all Registrable Restricted Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statementmonths;
(c) furnish to each holder Holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 7 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, as the case may be, and such other documents as such holder Holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Restricted Shares;
(d) use its best commercially reasonable efforts to register or qualify the Registrable Restricted Shares covered by such registration statement or prospectus under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 7 shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder Holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Restricted Shares; provided, however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b7.4(b) hereof, notify each holder Holder whose Registrable Restricted Shares are being registered pursuant to this Section 3 7 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation Company has delivered preliminary or final prospectuses to the holders Holders of Registrable Restricted Shares that are being registered pursuant to this Section 3 7 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation Company shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Restricted Shares and return all prospectuses to the CorporationCompany. The Corporation Company shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Restricted Shares;
(g) upon receipt of such confidentiality agreements as the Company may reasonably request and to the extent the Company is advised by counsel that it may lawfully do so, make available for inspection by any Holder and any underwriter participating in any disposition pursuant to such registration statement or prospectus and any attorney, accountant or other agent retained by any Holder or underwriter, all financial and other records, pertinent corporate documents and documents relating to the business of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such registration statement or prospectus;
(h) otherwise use its reasonable commercial efforts to comply with all applicable rules and regulations of the Commission; (h) advise the Holder promptly after it receives notice or obtains knowledge thereof of the issuance of any stop order suspending the effectiveness of a registration statement which includes the Restricted Shares, or of any order suspending or preventing the use of any related prospectus or cease trading or suspending the qualification of any securities included in such registration statement, for sale in any jurisdiction, or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any such order or its withdrawal if such order has been issued; and
(gi) furnish, at the request of any holder Holder whose Registrable Restricted Shares are being registered or qualified pursuant to this Section 37, on the date that such Registrable Restricted Shares are delivered to the underwriters for sale in connection with a registration or qualification pursuant to this Section 3 7, if such securities are being sold through underwriters, or or, on the date that the registration statement with respect to such securities becomes effective effective, if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation Company for the purposes of such registrationregistration or qualification, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the CorporationCompany, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request. Notwithstanding the foregoing, if, after a registration statement becomes effective, the Company becomes engaged in any activity which, in the good faith determination of the Board of Directors, involves information that would have to be disclosed in the registration statement but which the Company desires to keep confidential for valid business reasons, then the Company may at its option by notice to such Holders of Restricted Shares that have included shares in such registration statement or prospectus, require that such Holders cease sales of such shares under such registration statement or prospectus for a period not in excess of ninety days from the date of such notice, such right to be exercised by the Company not more than once in any 12-month period. If in connection therewith, the Company considers it appropriate for such registration statement or prospectus to be amended, the Company shall so amend such registration statement or prospectus as promptly as practicable and such holders shall suspend any further sales of their shares until the Company advises them that such registration statement or prospectus has been amended. The time periods referred to herein during which such registration statement or prospectus must be kept effective shall be extended for an additional number of days equal to the number of days during which the right to sell shares was suspended pursuant to this paragraph.
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable SharesShares under the Securities Act, the Corporation Company shall, as expeditiously as practicable:
(a) prepare 6.1 with respect to a registration under Sections 2, 3 and file with the Commission 4 of this Agreement, use its best efforts to cause a registration statement with respect that registers such Registrable Shares to become and remain effective for a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier); provided, however, that the Company may discontinue any registration of its securities and that is being effected pursuant to Section 3 hereof at any time prior to the effective date of the registration statement relating thereto; provided further, that if the Inclusive Registration Statement is a “shelf” registration statement pursuant to Rule 415 under the Securities Act or successor rule, then the Company shall be required to use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereoffor a period of two years, exclusive of any periods when such registration statement is not so effective;
6.2 furnish, at least 10 business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to the Holder Representative, to any Selling Investors and to the Holders’ Counsel, copies of all such documents proposed to be filed with the SEC (b) it being understood that such 10-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
6.3 prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least the periods set forth in this Agreement or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the registration of the sale or other disposition of all such Registrable Shares;
6.4 notify in writing the Holder Representative and Selling Investors promptly (i) of the receipt by the Company of any notification with respect to any comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
6.5 use its best efforts to register or qualify such Registrable Shares covered by such registration statementstatement under such other securities or blue sky laws of such jurisdictions as the Holder Representative or any Selling Investor reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Selling Investor to consummate the disposition in such jurisdictions of the Registrable Shares owned by such Selling Investor; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this Section 6.5;
(c) 6.6 furnish to the Holder Representative and each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Investor on a timely basis, such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holder Representative and such holder Selling Investor may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation Company shall not be required have no such obligation to consent to general service furnish copies of process for all purposes in any jurisdiction where it a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the Company; provided further, that if a final prospectus is not then subject timely filed by the Company with the SEC in accordance with Rule 172(c) (without regard to processany cure period provided by such rule) then, qualify to do business upon the written request of the Holder Representative or the Selling Investor, the Company shall furnish such number of copies of a final prospectus as a foreign corporation where it would not be otherwise required to qualify the Holder Representative or submit to liability for state or local taxes where it is not otherwise liable for such taxesSelling Investor shall reasonably request;
(e) 6.7 use its best efforts to cause such Registrable Shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Shares;
6.8 notify the Holder Representative and each Selling Investor at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof6.1, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes included an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
6.9 make available pursuant to a confidentiality and non-use agreement for inspection by any counsel to any Selling Investor and the Holders’ Counsel or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such underwriter (fcollectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such registration statement;
6.10 use its best efforts to obtain from its independent certified public accountants “comfort” letters in customary form and at customary times and covering matters of the type customarily covered by comfort letters;
6.11 use its best efforts to obtain from its counsel an opinion or opinions in customary form;
6.12 provide a transfer agent and registrar (which may be the same entity and which may not be the Company) for such Registrable Shares;
6.13 issue to any underwriter to which any Selling Investor may sell shares in such offering certificates evidencing such Registrable Shares; provided, however, that the Company shall have the right to approve any such underwriter in connection with an underwritten offering pursuant to Section 2 hereof, with such approval not to be unreasonably withheld, and the Company shall have the right to select such underwriter in connection with an underwritten offering pursuant to Section 3 hereof;
6.14 list such Registrable Shares on any national securities exchange on which any shares of the Common Stock or Preferred Stock, as applicable, are listed, or if the Corporation has delivered preliminary Common Stock or final prospectuses Preferred Stock is not then listed on a national securities exchange, use its best efforts to the holders of qualify such Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended for inclusion on such national securities exchange as Holders of a majority of such Registrable Shares of such class of stock shall request;
6.15 otherwise use its best efforts to comply with all applicable rules and regulations of the requirements SEC and, if required under such rules and regulations, make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, ;
6.16 use its best efforts to take all other steps necessary to effect the Corporation shall promptly notify registration of such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Sharescontemplated hereby; and
(g) furnish, 6.17 use its best efforts to make available its senior executive and financial officers to participate at the reasonable request of any holder whose Registrable Shares are being registered pursuant underwriter in marketing presentations to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestpotential investors.
Appears in 1 contract
Preparation and Filing. If and whenever As soon as practicable but no later than ninety (90) days after completion of the Corporation is under an obligation pursuant to Offering, the provisions of Sections 3.5 and/or 3.6 to Company will use its best efforts to effect effectuate the registration Registration of any and all Registrable SharesSecurities, the Corporation and shall, as expeditiously as practicable:
(a) prepare Prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become and remain effective in accordance with Section 3.7(b2.2(b) hereof, keeping each Selling Shareholder reasonably advised as to the initiation, progress and completion of the Registration;
(b) prepare Prepare and file with the Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective until the expiration of the Warrants or until such earlier date by which all the Registrable Securities can be sold pursuant to paragraph (k) of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, Rule 144 and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statementRegistration Statement;
(c) furnish Furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Selling Shareholder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(d) use Use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement Registration Statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; provided, provided however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;; and
(e) at At any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b2.2(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Selling Shareholder of the happening of any event as a result of which the prospectus included in such registrationRegistration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such sharesRegistrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 1 contract
Sources: Registration Rights Agreement (Ameritrans Capital Corp)
Preparation and Filing. (a) If and whenever the Corporation NRP is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable SharesSecurities, the Corporation NRP shall, as expeditiously as practicable:
(ai) prepare and file cause a registration statement that registers such Registrable Securities to be filed with the Commission a as promptly as practicable following the request delivered pursuant to Section 2 hereof, but in any event within sixty (60) days from the date of such request; provided, however, that if the filing of such registration statement with respect to shall be delayed as provided in Section 2 (b)(iii), such securities and registration statement shall be filed within 15 days of the date upon which the Conflicts Committee shall determine such conflict shall no longer exist;
(ii) use its best commercial reasonable efforts to cause such registration statement to become and remain effective as promptly as practicable, but in accordance with no event later than ninety (90) days following the filing of the registration statement pursuant to Section 3.7(b5(a)(i) hereof;
(biii) cause such registration statement to remain effective for a period (the "Registration Period") of one-hundred eighty (180) days (or such extended period pursuant to clause (viii) below) or until all of such Registrable Securities have been disposed of (if earlier);
(iv) furnish, at least five (5) Business Days before filing a registration statement that registers such Registrable Securities, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to Unitholders' Counsel, copies of all such documents proposed to be filed (it being understood that such five-Business-Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to Unitholders' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(v) prepare and file with the 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 until at all times during the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, Registration Period and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementSecurities;
(cvi) furnish notify in writing Unitholders' Counsel promptly of (A) the receipt by NRP of any notification with respect to each holder whose any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) the receipt by NRP of any notification with respect to any stop order issued or threatened to be issued by the Commission suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (C) the receipt by NRP of any notification with respect to the suspension of the qualification of such Registrable Shares are being registered pursuant Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(vii) use its commercially reasonable efforts to register or qualify such Registrable Securities as promptly as practicable under such other securities or blue sky laws of such jurisdictions as the holders of such Registrable Securities reasonably request and to keep such registration and qualification in effect for so long as such registration statement remains in effect and to do any and all other acts and things which may be reasonably necessary or advisable to enable the holders of such Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned by the holders of such Registrable Securities; provided, however, that NRP will not be required to qualify generally to do business or consent to general service of process or taxation in any jurisdiction where it would not otherwise be required to do so but for this Section 3 clause (v);
(viii) furnish, without charge, to the holders of such Registrable Securities such number of copies of any summary prospectus or other such registration statement, prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents (including exhibits thereto and documents incorporated by reference therein) as such holder holders may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(dix) use its best commercially reasonable efforts to register cause such Registrable Securities to be registered with or qualify the Registrable Shares covered approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities or self-regulatory organizations as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of NRP to enable the holders of such holder Registrable Securities to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxesSecurities;
(ex) notify in writing holders of such Registrable Securities on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Securities is required to be delivered under the Securities Act within during the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Registration Period of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of the holders of such holderRegistrable Securities, prepare, file prepare and furnish to such holder holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees and purchasers of such sharesunits, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that the Registration Period shall be deemed to be extended by the number of days constituting the period commencing on and including the date of the giving of such notice to such seller and ending on and including the date when NRP made available to such seller an amended or supplemented prospectus;
(fxi) in the case of an underwritten offering, use its commercially reasonable efforts to obtain from its independent certified public accountants "comfort" letters in customary form and at customary times and covering matters of the type customarily covered by comfort letters;
(xii) in the case of an underwritten offering, (A) use its commercially reasonable efforts to obtain from its counsel an opinion or opinions in customary form to the underwriters and the holders of such Registrable Securities and (B) to enter into a customary underwriting agreement and make representations and warranties to the underwriters, in form, substance and scope as are customarily made by issuers to underwriters in comparable underwritten offerings;
(xiii) provide a transfer agent and registrar (which may be the same entity and which may be NRP) for such Registrable Securities;
(xiv) if the Corporation has delivered preliminary or final prospectuses required, issue to any underwriter to which the holders of Registrable Shares that Securities may sell Common Units in such offering certificates evidencing such Registrable Securities;
(xv) use its commercially reasonable efforts to list such Registrable Securities on the New York Stock Exchange or such other securities exchange on which the Common Units are being registered pursuant traded;
(xvi) use all reasonable efforts to this Section 3 and after having done so obtain the lifting at the earliest possible time of any stop order suspending the effectiveness of such registration statement or of any order preventing or suspending the use of any preliminary prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Sharesincluded therein; and
(gxvii) furnishuse its commercially reasonable efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.
(b) Each holder of such Registrable Securities, at the request upon receipt of any holder whose notice from NRP of any event of the kind described in Section 5(a)(viii) hereof, shall forthwith discontinue disposition of such Registrable Shares are being registered Securities pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(a)(viii) hereof, and, if so directed by NRP, such holder shall deliver to NRP all copies, other than permanent file copies then in such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing prospectus covering such Registrable Securities at the Corporation for the purposes time of receipt of such registrationnotice.
(c) With respect to a request pursuant to Section 2(a) hereof, in the Requesting Unitholders shall choose the managing underwriter, provided that the managing underwriter is reasonably acceptable to NRP. In either case, the form of underwriting agreement shall be reasonably acceptable to NRP.
(d) NRP may require each seller of Registrable Securities as to which any registration is being effected hereunder to furnish to NRP such information and substance complete such questionnaires regarding the seller and the distribution of such securities as is customarily given NRP may from time to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such time reasonably request.
Appears in 1 contract
Preparation and Filing. (a) If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its reasonable best efforts to effect the registration of of, and keep effective a Registration Statement for, any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause a Registration Statement that registers such registration statement Registrable Shares to become and remain effective in accordance with for a period of 90 days (extended for such period of time as the Shareholders are required to discontinue disposition of Registrable Shares pursuant to Section 3.7(b6(b) hereofbelow) or until all of such Registrable Shares have been disposed of (if earlier);
(bii) furnish, at least five Business Days before filing a Registration Statement that relates to the registration of such Registrable Shares, a Prospectus relating thereto or any amendments or supplements relating to such a Registration Statement or Prospectus, to one counsel (the "Shareholders' Counsel") selected by a Majority of Registering Shareholders, copies of all such documents proposed to be filed (it being understood that such five business day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Shareholders' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(iii) notify the Shareholders whose Registrable Shares are included therein of the effectiveness of such Registration Statement and prepare and promptly file with the Commission such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to (A) keep such registration statement Registration Statement effective for at least a period of 90 days (extended for such period of time as Shareholders are required to discontinue disposition of Registrable Shares pursuant to Section 6(b) below) or until the earlier all of such Registrable Shares have been disposed of (iif earlier), (B) correct any statements or omissions if any event with respect to the sale Company shall have occurred as a result of all Registrable Shares covered thereby which any such Registration Statement or (ii) nine months from Prospectus as then in effect would include an untrue statement of material fact or omit to state any material fact necessary to make the date such registration statement first becomes effectivestatements therein not misleading, and to (C) comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(civ) notify in writing the Shareholders' Counsel, and the Shareholders whose Registrable Shares may be included in such Registration Statement, promptly of (A) the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement or Prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) the receipt by the Company of any notification or written information with respect to the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose (and the Company shall use its reasonable best efforts to prevent the issuance thereof or, if issued, to obtain its withdrawal) and (C) the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its reasonable best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such domestic jurisdictions as the Shareholders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Shareholders to consummate the disposition in such jurisdictions of the Registrable Shares owned by the Shareholders; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this clause (v) or to provide any material undertaking or make any changes in its By-laws or Certificate of Incorporation which the Board determines to be contrary to the best interests of the Company;
(vi) furnish to each holder whose the Shareholders holding such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any summary prospectus or other prospectusa Prospectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Shareholders may legally require and may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dvii) use its reasonable best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable the Shareholders holding such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eviii) notify the Shareholders holding such Registrable Shares on a timely basis at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (i) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 6(a), of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existing andunder which they were made, at the request of such holdernot misleading, prepare, file and prepare and furnish to such holder Shareholders a reasonable number of copies of of, and file with the Commission, a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingunder which they were made, not misleading;
(fix) subject to the execution of confidentiality agreements in form and substance satisfactory to the Company, make available upon reasonable notice and during normal business hours, for inspection by the Shareholders holding Registrable Shares requested to be included in such registration, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Shareholders or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector, in each case as shall be reasonably necessary to enable them to exercise their due diligence responsibility in connection with such Registration Statement; provided, however, that any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement or Prospectus, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or, upon the written advice of counsel, is otherwise required by law, or (C) such Information has been made generally available to the public, and the Shareholders agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(x) use its reasonable best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters to the extent such a letter may be obtained under then-prevailing guidelines applicable to independent certified public accountants;
(xi) use its reasonable best efforts to obtain from its counsel an opinion or opinions in customary form naming the Shareholders as additional addressees or parties who may rely thereon;
(xii) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(xiii) issue to any underwriter to which the Shareholders holding such Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(xiv) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary or final prospectuses Common Stock is not listed on a national securities exchange, use its reasonable best efforts to the holders of qualify such Registrable Shares that are being registered pursuant to this Section 3 and after having done so for inclusion on the prospectus is amended Nasdaq Stock Market;
(xv) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 1 l(a) of the Securities Act; and
(xvi) use its reasonable best efforts to take all other steps necessary to effect the registration of, the Corporation shall promptly notify such holders and, if requestedand maintain an effective Registration Statement with respect to, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers contemplated hereby.
(b) Each holder of the Registrable Shares; and
(g) furnish, at the request upon receipt of any holder whose notice from the Company of any event of the kind described in Section 6(a)(viii) or Section 7 hereof, shall forthwith discontinue disposition of the Registrable Shares are being registered pursuant to this Section 3, on the date that Registration Statement covering such Registrable Shares are delivered until such holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(a)(viii) hereof, and, if so directed by the Company, such holder shall deliver to the underwriters for sale Company all copies, other than permanent file copies then in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing most recent Prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 1 contract
Sources: Registration Rights Agreement (Chase Venture Capital Associates L P)
Preparation and Filing. (a) If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable SharesUnits, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause a Registration Statement that registers such registration statement Registrable Units to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 24 months or until the Investors no longer hold any Registrable Units (if earlier);
(bii) furnish, at least five business days before filing a Registration Statement that registers such Registrable Units, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by a Majority of Investors (the "Investors' --------- Counsel") copies of all such documents proposed to be filed (it ------- being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(iii) prepare and file with the Commission 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 the lesser of a period of 24 months or until the earlier of Investors no longer hold any Registrable Units (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementUnits;
(civ) notify the Investors' Counsel promptly in writing (A) of any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its best efforts to register or qualify such Registrable Units under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Units reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Units to consummate the disposition in such jurisdictions of the Registrable Units owned by such seller; provided, however, that the Company will not be required to -------- ------- qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this clause (v);
(vi) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 Units such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Units may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesUnits;
(dvii) use its best efforts to register cause such Registrable Units to be registered with or qualify the Registrable Shares covered approved by such registration statement under the securities or blue sky laws of such jurisdictions other Governmental Authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxesUnits;
(eviii) notify on a timely basis each seller of such Registrable Units at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Units is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (i) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 5 if the Company becomes aware of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such sharessecurities, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) if make available for inspection by any seller of such Registrable Units, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the Corporation "Inspectors"), all pertinent ---------- financial, business and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to ------- exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") ----------- reasonably requested by any such Inspector in connection with such Registration Statement (and any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (C) such Information has delivered preliminary or final prospectuses been made generally available to the holders public, and (D) the seller of Registrable Shares Units agrees that are being registered pursuant it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to this Section 3 the Company and after having done so allow the prospectus is amended Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(x) use its best efforts to obtain from its independent certified public accountants a "cold comfort" letter in customary form and covering such matters of the type customarily covered by cold comfort letters;
(xi) use its best efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to the Investors selling Registrable Units in such registration);
(xii) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Units;
(xiii) issue to any underwriter to which any seller of Registrable Units may sell securities in such offering certificates evidencing such Registrable Units;
(xiv) use its best efforts to qualify such Registrable Units for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), National ---- Market System ("NMS"); ---
(xv) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission, and make available to its securityholders, as soon as reasonably practicable, earnings statements which need not be audited covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gxvi) furnish, at use its best efforts to take all other steps necessary to effect the request registration of any such Registrable Units contemplated hereby.
(b) each holder whose of Registrable Shares are being registered Units that sells Registrable Units pursuant to a registration under this Section 3Agreement agrees that during such time as such seller may be engaged in a distribution of the Registrable Units, on such seller shall comply with Regulation M promulgated under the date that such Registrable Shares are delivered to the underwriters for sale Exchange Act and pursuant thereto it shall, among other things: (i) not engage in any stabilization activity in connection with a registration pursuant to this Section 3 if the Securities of the Company in contravention of such securities are being sold through underwriters, or on rules; (ii) distribute the date that Registrable Units under the registration statement with respect solely in the manner described in the registration statement; and (iii) cease distribution of such Registrable Units pursuant to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, registration statement upon receipt of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, written notice from the independent certified public accountants Company that the prospectus covering the Registrable Units contains any untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requeststatements therein not misleading.
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation Company is under an ---------------------- obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts Section 2 or 3 to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file diligently pursue the filing with the Commission of a registration statement with respect to such securities and use its best reasonable efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereoffor the Distribution Period, but no longer;
(b) prepare and file with the Commission such amendments and supplements to such registration statement statements and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until for the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effectiveDistribution Period, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statementbut no longer;
(c) furnish to each holder whose the holders of Registrable Shares are being registered pursuant to this Section 3 included in such registration statement such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder holders of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(d) use its best reasonable efforts to register register, qualify, or qualify obtain an exemption with respect to, the Registrable Shares covered by such registration statement under the securities or "blue sky sky" laws of such jurisdictions states as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; Shares shall reasonably request (provided, however, that the Corporation Company --------- shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject qualified) and do any and all other acts or things which may be necessary or advisable to process, qualify enable such seller to do business as a foreign corporation where it would not be otherwise required to qualify consummate the public sale or submit to liability for state or local taxes where it is not otherwise liable for other disposition in such taxesjurisdictions of such securities;
(e) notify each Stockholder selling Registrable Shares covered by such registration statement, at any time during the Distribution Period when a prospectus relating thereto covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereofAct, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, and at the request of such holderStockholder, prepare, file prepare and furnish to such holder Stockholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses use its reasonable efforts to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Stockholder requesting registration of Registrable Shares are being registered pursuant to this Section 2 or 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 2 or 3, if such securities are being sold through underwriters, or or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriterseffective, (i) an opinion, dated such date, of the counsel representing the Corporation Company for the purposes of such registration, stating that such registration statement has become effective under the Securities Act and that (A) to the best of such counsel's knowledge, 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 thereof, comply as to form in form all material respects with the requirements of the Securities Act and substance the applicable rules and regulations of the Commission thereunder (except no opinion or statement is required regarding financial statements and other financial and statistical data) and (C) to such other effects as is customarily given to underwriters in an underwritten public offering, addressed to may reasonably be requested by counsel for the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the CorporationCompany, 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 or incorporated by reference in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed such letter shall additionally cover such other financial matters with respect to the registration in respect of which such letter is being given as such underwriters, if any, and may reasonably request;
(g) Notwithstanding anything to the holder or holders making such requestcontrary contained herein, the Company shall have the right to deregister any Registrable Shares that remain unsold at the conclusion of any Distribution Period.
Appears in 1 contract
Sources: Registration Rights Agreement (Physician Support Systems Inc)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:: Fourth Amended and Restated EXECUTION Registration Rights Agreement
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of not less than 180 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days or as soon as reasonably practicable before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one law firm selected by the Investors ("Counsel"), copies of all such documents proposed to be filed (it being understood that such advance delivery requirement shall not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 180 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) promptly notify Counsel in writing (i) of the receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as the holders of the Registrable Shares reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of such holders' Registrable Shares; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 6(e) or to provide any material undertaking or make any changes in its by-laws or amended and restated certificate of incorporation which the Board determines to be contrary to the best interests of the Corporation or to modify any of its contractual relationships then existing;
(f) furnish to each holder whose the holders of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder Fourth Amended and Restated EXECUTION Registration Rights Agreement holders may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) without limiting Section 6(e) above, use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Corporation to enable the holders of such holder Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the holders of such Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b6(a) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderholders, prepare, file prepare and furnish to such holder holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if subject to the Corporation has delivered preliminary or final prospectuses execution of confidentiality agreements in form and substance satisfactory to the Corporation, make available upon reasonable notice and during normal business hours, for inspection by the holders of such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Investors or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public; the Investors agree that they will, upon learning that disclosure of such Information is compelled by applicable Laws, give prior notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters; Fourth Amended and Restated EXECUTION Registration Rights Agreement
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares;
(m) issue to any underwriter to which the holders of such Registrable Shares that may sell shares in such offering certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are being registered pursuant listed or, if the Common Stock is not listed on a national securities exchange, use its best efforts to this Section 3 and after having done so qualify such Registrable Shares for listing on the prospectus is amended Nasdaq National Market, or such other national securities exchange as the holders of a majority of such Registrable Shares shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gp) furnishsubject to all the other provisions of this Agreement, at use its best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to contemplated hereby. Each holder of the underwriters for sale Registrable Shares upon receipt of any written notice from the Corporation of any event of the kind described in connection with a registration Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect covering such Registrable Shares until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(h) hereof, and, if so directed by the Corporation, such holder shall deliver to the Corporation all copies, other than permanent file copies then in such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such dateholder's possession, of the counsel representing prospectus covering such Registrable Shares at the Corporation for the purposes time of receipt of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestnotice.
Appears in 1 contract
Sources: Registration Rights Agreement (DealerTrack Holdings, Inc.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its reasonable best efforts to effect the registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause a Registration Statement that registers such registration statement Registrable Securities to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 180 days or until all of such Registrable Securities have been transferred (if earlier);
(bii) furnish, at least five Business Days before filing a Registration Statement that registers such Registrable Securities, any Preliminary Prospectus and the Prospectus relating thereto or any amendments or supplements relating to such a Registration Statement or such prospectuses, to Sellers’ Counsel, copies of all such documents proposed to be filed (it being understood that such five Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as the Stockholders whose Registrable Securities are to be covered by such Registration Statement may reasonably propose;
(iii) prepare and file with the Commission 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 period of 180 days or until the earlier all of such Registrable Securities have been transferred (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply in all material respects with the provisions of the Securities Act with respect to the sale or other disposition transfer of all such Registrable Shares covered by such registration statementSecurities;
(civ) promptly notify each Stockholder in writing (A) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(v) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any selling Stockholder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the holders of such Registrable Securities to consummate the transfer in such jurisdictions; provided, that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified or (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;
(vi) without limiting subsection (v) above, use its reasonable best efforts to cause such Registrable Securities to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the transfer of such Registrable Securities;
(vii) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 selling Stockholder and the underwriters, if any, such number of copies of such Registration Statement, any summary prospectus amendments thereto, any exhibits thereto or other prospectusdocuments incorporated by reference therein (but only to the extent not publicly available on ▇▇▇▇▇ or the Company’s website), including a preliminary prospectusany Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus (each in conformity with the requirements of the Securities Act), and such other documents as such holder selling Stockholder or underwriters may reasonably request in order to facilitate the public offering and sale or other disposition transfer of such Registrable SharesSecurities;
(dviii) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify in writing on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) selling Stockholder at any time when a prospectus covered by such registration statement and relating thereto the Prospectus is required to be delivered under the Securities Act within Act, when the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 Company becomes aware of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderStockholder, prepare, file prepare and furnish to such holder Stockholder a reasonable number of copies reasonably requested by such Stockholder of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such sharesRegistrable Securities, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fix) use its reasonable best efforts to prevent the issuance of an Order suspending the effectiveness of a Registration Statement, and if one is issued, use its reasonable best efforts to obtain the Corporation has delivered preliminary or final prospectuses withdrawal of any Order suspending the effectiveness of a Registration Statement as soon as possible;
(x) retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed pursuant to the holders Rules and Regulations; and if at any time after the date thereof any event shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit 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, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus in order to effect compliance with the Securities Act and the Rules and Regulations, to notify promptly in writing the selling Stockholders and underwriters and, if required by applicable law, to file such document and to prepare and furnish without charge to each selling Stockholder and underwriter as many copies as each such selling Stockholder and underwriter may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect compliance with the Securities Act and the Rules and Regulations;
(xi) make available for inspection by the selling Stockholders, the Sellers’ Counsel or any underwriter participating in any transfer pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the “Inspectors”), during normal business hours and at the offices where normally kept, all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, managers and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement. Any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Information is ordered pursuant to a subpoena or other Order from a Governmental Authority or (iii) such Information has been made generally available to the public. The selling Stockholders agree that they will, upon learning that disclosure of such Information is sought by a Governmental Authority, give prompt written notice to the Company and use their reasonable commercial efforts to allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(xii) in the case of an Underwritten Offering, use its reasonable best efforts to obtain from its Accountants a “comfort” letter delivered to the underwriters in such offering in customary form and covering such matters of the type customarily covered by comfort letters;
(xiii) in the case of an Underwritten Offering, use its reasonable best efforts to obtain from its counsel an opinion or opinions in customary form;
(xiv) provide a transfer agent and registrar (which may be the same entity) for such Registrable Securities and a CUSIP number for such Registrable Securities, in each case no later than the effective date of such registration;
(xv) upon the reasonable request of any underwriter, issue to any underwriter to which any selling Stockholder may sell Registrable Securities in such offering, certificates evidencing such Registrable Securities;
(xvi) use its reasonable best efforts to list such Registrable Securities on any national securities exchange on which any shares of Class A Common Stock are listed or, if no such shares are listed on a national securities exchange, use its reasonable best efforts to qualify such Registrable Securities for inclusion on such national securities exchange as the selling Stockholders shall request;
(xvii) in connection with an Underwritten Offering, participate, to the extent reasonably requested by the managing underwriter for the offering and the selling Stockholders, in customary efforts to sell the Registrable Securities being offered, cause such steps to be taken as to ensure the good faith participation of senior management officers of the Company in “road shows” as is customary and take such other actions as the underwriters or the selling Stockholders may reasonably request in order to expedite or facilitate the transfer of Registrable Shares that are being registered pursuant Securities;
(xviii) reasonably cooperate with each Stockholder and each underwriter participating in the transfer of Registrable Securities and their respective counsel in connection with any filings required to this Section 3 and after having done so the prospectus is amended to comply be made with the requirements Financial Industry Regulatory Authority, Inc. (“FINRA”), including, if appropriate, the pre-filing of the Prospectus as part of a shelf Registration Statement in advance of an Underwritten Offering;
(xix) make available to its security holders, as soon as reasonably practicable but not later than 18 months after the effective date, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 3(a) of the Securities Act and Rule 158 thereunder;
(xx) during the period when the Prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Corporation shall promptly notify such holders andCommission, if requestedincluding pursuant to Sections 13(a), such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and13(c), following receipt 14, or 15(d) of the revised prospectuses, such holders shall be free Exchange Act;
(xxi) otherwise use its reasonable best efforts to resume making offers of the Registrable Sharescomply in all material respects with all applicable Rules and Regulations; and
(gxxii) furnish, at use its reasonable best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestSecurities contemplated hereby.
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (Hostess Brands, Inc.)
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, Registrable Founder Shares or Registrable Bear ▇▇▇▇▇▇▇ Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares, Registrable Founder Shares or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) to become and remain effective in accordance with Section 3.7(bfor a period of 180 days or until all of such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) hereofhave been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be), a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the holders of a majority of such Registrable Shares (the "Selling Stockholders' Counsel") or, with respect to the NBC Additional Demand, one counsel selected by NBC (the "NBC Counsel"), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 180 days or until all of such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the earlier case may be) have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares, Registrable Founder Shares covered by such registration statementand/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be);
(cd) notify in writing the Selling Stockholders' Counsel or NBC Counsel (as the case may be) promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) to consummate the disposition in such jurisdictions of the Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) owned by such seller; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this paragraph (e);
(f) furnish to each holder whose seller of such Registrable Shares, Registrable Founder Shares are being registered pursuant to this Section 3 and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesShares and/or Registrable Founder Shares (as the case may be);
(dg) use its best efforts to register cause such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) to be registered with or qualify the Registrable Shares covered approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the seller or sellers thereof to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxescase may be);
(eh) notify on a timely basis each seller of such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bparagraph (a) hereofof this Section, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) make available for inspection by any seller of such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be), any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public. The seller of Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants "comfort" letters in customary form and at customary times and covering matters of the type customarily covered by comfort letters;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be);
(m) issue to any underwriter to which any seller of Registrable Shares, Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) may sell shares in such offering certificates evidencing such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be);
(n) list such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) on any national securities exchange on which any shares of the Common Stock are listed or, if the Corporation has delivered preliminary Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares, Registrable Founder Shares and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the case may be) for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD") or final prospectuses to such national securities exchange as the holders of a majority of such Registrable Shares, Registrable Founder Shares that are being registered pursuant to this Section 3 and after having done so and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the prospectus is amended case may be) shall request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gp) furnish, at use its best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares, Registrable Founder Shares are delivered to and/or Registrable Bear ▇▇▇▇▇▇▇ Shares (as the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (icase may be) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcontemplated hereby.
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(b) hereoffor a period of 90 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one legal counsel selected by 75% of the Investors initiating such Registration, and timely identified to the Corporation (the "Investors' Counsel"), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investors' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 90 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(d) notify in writing the Investors' Counsel of the receipt by the Corporation of any notification with respect to (i) any comments by the Commission with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify the such Registrable Shares covered by under such registration statement under the other securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall the Investors reasonably request, request and do any and all other acts or and things which may be reasonably necessary or advisable to enable such holder the Investors to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.the
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of an offering and sale of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause a Registration Statement that registers such registration statement offering of Registrable Shares to contain a “Plan of Distribution” that permits the distribution of Securities pursuant to all means in compliance with Law, and to cause such Registration Statement to become and remain effective in accordance with Section 3.7(b) hereofpursuant to the terms of this Agreement for a period of 180 days or until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five (5) Business Days before filing a Registration Statement that registers such Registrable Shares, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by the CCMP Investors for the benefit of the Stockholders whose Registrable Shares are to be covered by such Registration Statement (the “Stockholders’ Counsel”), copies of all such documents proposed to be filed (it being understood that such 5 Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances), and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as the Stockholders whose Registrable Shares are to be covered by such Registration Statement may reasonably propose;
(c) prepare and file with the Commission 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 period of at least 180 days or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the offering and sale or other disposition of all such Registrable Shares covered by such registration statementShares;
(cd) notify the Stockholders’ Counsel promptly in writing of (i) any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto; (ii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose; and (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things that may reasonably be necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller;
(f) furnish to each holder whose seller of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus Prospectus or other prospectusProspectus, including a preliminary prospectusProspectus, in conformity with the requirements of the Securities Act, and such other documents as such holder seller of Registrable Shares may reasonably request in order to facilitate the public Public Offering and sale or other disposition of such Registrable Shares (to the extent not publicly available on ▇▇▇▇▇ or the Company’s website);
(g) use its best efforts to cause such offering and sale of Registrable Shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Shares;
(dh) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as notify on a timely basis each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions seller of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) Shares at any time when a prospectus covered by Prospectus relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b5.5(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus Prospectus included in such registrationRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file prepare and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the Corporation “Inspectors”), all pertinent financial, business and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall reasonably be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector in connection with such Registration Statement (and any of the Information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement; (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; (C) such Information has delivered preliminary or final prospectuses been made generally available to the holders public; or (D) the seller of Registrable Shares agrees that are being registered pursuant to this Section 3 and after having done so the prospectus it will, upon learning that disclosure of such Information is amended to comply with the requirements sought in a court of the Securities Actcompetent jurisdiction, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses give notice to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of Company and allow the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnishCompany, at the request Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(j) use its best efforts to obtain from its independent certified public accountants a “cold comfort” letter (or, in the case of any holder whose Registrable Shares are being registered pursuant to this Section 3such Person which does not satisfy the conditions for receipt of a “cold comfort” letter specified in Statement on Auditing Standards No. 72, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (ian “agreed upon procedures” letter) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from signed by the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwritersselling Stockholders, the Board, and the underwriter, if any, in customary form and covering such matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to the holder Stockholders selling Registrable Shares in such registration);
(l) have appropriate officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, and other information meetings organized by the underwriters, take other actions to obtain ratings for any Registrable Shares (if they are eligible to be rated) and otherwise use its best efforts to cooperate as reasonably requested by the sellers of such Registrable Shares in the offering, marketing or selling of such Registrable Shares;
(m) provide a transfer agent and registrar (which may be the same Person and which may be the Company) for such Registrable Shares;
(n) issue to any underwriter to which any seller of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(o) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for quotation on the automated quotation system of the NASDAQ, National Market System, Euronext or such other national securities exchange as the holders making of a majority of such Registrable Shares included in such registration shall request;
(p) register such Registrable Shares under the Exchange Act, and otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but not later than eighteen (18) months after the effective date, earnings statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and
(q) use its best efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby.
Appears in 1 contract
Sources: Stockholders' Agreement (Francesca's Holdings CORP)
Preparation and Filing. If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Agreement to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable:
(a) prepare and file with the Commission furnish, at least ten business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto and any amendments or supplements relating to such a registration statement or prospectus, to counsel selected by the Stockholders (the "Stockholders' Counsel"), copies of all such documents proposed to be filed (it being understood that such ten-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Stockholders' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(b) notify in writing the Stockholders' Counsel promptly (i) of the receipt by the Corporation of any notification with respect to any comments by the Commission with respect to such securities registration statement or prospectus or any amendment or supplement thereto or any request by the Commission to amend or supplement the same or for additional information with respect thereto, (ii) of the receipt by the Corporation of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(c) use its best efforts to cause register or qualify such registration statement Registrable Shares under such other securities or blue sky laws of such jurisdictions as the Stockholders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to become and remain effective enable the holders of such Registrable Shares to consummate the disposition in accordance with Section 3.7(b) hereofsuch jurisdictions of such Registrable Shares; provided, however, that the Corporation will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (c);
(b) prepare and file with the 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 until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statement;
(cd) furnish to each holder whose the holders of such Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents (such as a term sheet) as the holders of such holder Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(de) use its best efforts to register or qualify notify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions holders of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as Shares on a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(e) timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if make available for inspection by the holders of such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the holders of such Registrable Shares or any underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any holders of such Registrable Shares in connection with such registration statement; provided, however, that any of the Information which the Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information has delivered preliminary or final prospectuses been made generally available to the public; and provided further, however, that the holders of Registrable Shares agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(g) use its best efforts to obtain from its independent certified public accountants "comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(h) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(i) provide a transfer agent and registrar (which may be the same entity and which may be the Corporation) for such Registrable Shares;
(j) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are being registered pursuant listed or, if the Common Stock is not listed on a national securities exchange, use its best efforts to this Section 3 and after having done so qualify such Registrable Shares for inclusion on the prospectus is amended Nasdaq National Market System or the Nasdaq SmallCap Market or such other national securities exchange as the Investor shall reasonably request;
(k) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and the securities commission or other regulatory authority of any relevant state or other jurisdiction and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gl) furnish, at use its best efforts to take all other steps reasonably necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcontemplated hereby.
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such a registration statement that registers such Registrable Shares to become and remain effective in accordance with Section 3.7(bfor a period of 90 days (or 12 months for registrations on Form S-3 or successor form) hereofor until all of such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the holders of a majority in interest of Registrable Shares (the Investors' Counsel"), copies for review and comment during such five days of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Investors' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) prepare and file with the 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 at least a period of 90 days (or 12 months for registrations on Form S-3 or successor form) or until the earlier all of such Registrable Shares have been disposed of (iif earlier) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all such Registrable Shares covered by and furnish copies of all such registration statementamendments and supplements to Investors' Counsel;
(cd) notify in writing the Investors' Counsel promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission relating to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amendment or supplement thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes and furnish copies of all such notices to Investors' Counsel;
(e) use its best efforts to register or qualify such Registrable Shares under such other securities or "blue sky" laws of such jurisdictions as the Investors reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the holders of Registrable Shares to consummate the disposition in such jurisdictions of such Registrable Shares; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (e);
(f) furnish to each holder whose the holders of Registrable Shares are being registered pursuant to this Section 3 such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder the holders of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares;
(dg) use its best efforts to register or qualify the cause such Registrable Shares covered to be registered with or approved by such registration statement under the securities other governmental agencies or blue sky laws of such jurisdictions authorities as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable by virtue of the business and operations of the Company to enable such holder the holders of Registrable Shares to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;
(eh) notify the holders of Registrable Shares on a timely basis at any time when a prospectus covered by relating to such registration statement and relating thereto Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bsubparagraph (a) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 6, of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderthe holders of Registrable Shares, prepare, file prepare and furnish to such holder the holders of Registrable Shares a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(fi) if make available for inspection by the Corporation has delivered preliminary holders of Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or final prospectuses to other agent retained by the holders of Registrable Shares that or any underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such holders of Registrable Shares in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are being registered so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to this Section 3 a subpoena or other order from a court of competent jurisdiction or (iii) such Information has been made generally available to the public. The holders of Registrable Shares agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and after having done so allow the prospectus Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified public accountants "cold comfort" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares;
(m) issue to any underwriter to which the holders of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares;
(n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is amended not listed on a national securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), or such other national securities exchange as the holders of a majority of the Registrable Shares shall request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the requirements Commission and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(gp) furnish, at use its best efforts to take all other steps necessary to effect the request registration of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such requestcontemplated hereby.
Appears in 1 contract
Sources: Registration Rights Agreement (BMJ Medical Management Inc)
Preparation and Filing. (A) If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts this Section 2 to effect the registration of any Registrable Restricted Shares, the Corporation Company shall, as expeditiously as practicable:
(ai) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereofeffective;
(bii) prepare and file with the Commission such amendments and supplements to such registration statement statements and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) and current for at least nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Restricted Shares covered by such registration statement;
(ciii) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 AOL such number of copies of any a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder AOL may reasonably request in order to facilitate the public sale or other disposition of such Registrable Restricted Shares;
(div) use its best efforts to register or qualify the Registrable Restricted Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 AOL shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; request (provided, however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject qualified) and do any and all other acts or things which may be necessary or advisable to process, qualify enable AOL to do business as a foreign corporation where it would not be otherwise required to qualify consummate the public sale or submit to liability for state or local taxes where it is not otherwise liable for other disposition in such taxesjurisdictions of such securities;
(ev) notify AOL, at any time when a prospectus relating thereto covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(bclause (ii) hereof, notify each holder whose Registrable Shares are being registered pursuant to of this Section 3 2(e), of the happening of any event as a result of which the prospectus included in such registrationregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.in
Appears in 1 contract
Preparation and Filing. If and whenever the Corporation Company is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 this Section 1 to use its best efforts to effect the registration Registration of any Registrable SharesSecurities, the Corporation Company shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement Registration Statement with respect to such securities Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become and remain effective in accordance with Section 3.7(b1.3(b) hereof, keeping the Majority Shareholder advised as to the initiation, progress and completion of the Registration;
(b) prepare and file with the Commission such amendments and supplements to such registration statement Registration Statements, and the prospectus used in connection therewith therewith, as may be necessary to keep such registration statement Registration Statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) for nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares Securities covered by such registration statementRegistration Statement;
(c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 the Majority Shareholder such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder the Majority Shareholder may reasonably request in order to facilitate the public sale or other disposition of such Registrable SharesSecurities;
(d) use its best efforts to register or qualify the Registrable Shares Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 the Majority Shareholder shall reasonably request, request and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable SharesSecurities; provided, however, that the Corporation Company shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes;; and
(e) at any time when a prospectus covered by such registration statement and relating thereto Registration Statement is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b1.3(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 the Majority Shareholder of the happening of any event as a result of which the prospectus included in such registrationRegistration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holderseller, prepare, file and furnish to such holder seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers Majority Shareholder of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein not misleading in the light of the circumstances then existing;
(f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and
(g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.
Appears in 1 contract