Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Shares, the Company shall, as expeditiously as practicable: (a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Shares to become and remain effective for 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares (the "Selling Holders' --------------- 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 all of such Restricted Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Shares; (d) 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 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 seller of such Restricted Shares such number of copies of 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 seller of Restricted Shares may reasonably request in order to facilitate the public sale or other disposition of such Restricted Shares; (g) use its best efforts to cause such Restricted 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 Restricted Shares; (h) notify on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, prepare and furnish to such 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 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 light of the circumstances then existing; (i) 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 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) 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; (k) in the case of an underwritten offering, 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 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 NASDAQ as the holders of a majority of such Restricted Shares shall request; (o) 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 (p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Shares contemplated hereby.
Appears in 2 contracts
Samples: Investor's Rights Agreement (Building One Services Corp), Investor's Rights Agreement (Apollo Investment Fund Iv Lp)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts or commercially reasonable efforts to effect the registration of any Restricted Registrable Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best commercially reasonable efforts to cause a registration statement Registration Statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 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 Registration Statement that registers such Restricted Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement Registration Statement or prospectus, to each holder of Restricted Shares, to any counsel to any seller of Restricted Shares (the "Selling Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Registrable Shares (the "“Selling Holders' --------------- 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 the Selling 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 Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for at least the periods set forth in Section 9(a) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' 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 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 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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best commercially reasonable efforts to register or qualify such Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Requesting 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 seller of Restricted Registrable Shares to consummate the their disposition in such jurisdictions of the Restricted Shares owned by such sellerjurisdictions; 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 so but for this paragraph (e);
(f) furnish to each seller holder of such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares holders may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best commercially reasonable efforts to cause such Restricted 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 holders of such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify on a timely basis each seller holder of such Restricted Registrable Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this SectionAct, of the happening of any event as a result of which the prospectus included in such registration statementRegistration 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 light of the circumstances then existing and, at the request of such sellerholder, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) make available for inspection by any counsel to any Selling Holder and the holders of such Registrable Shares, the Selling Holders' Investors’ Counsel or any underwriter participating in any disposition pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such holder 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 ’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 statementRegistration 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 statementRegistration 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 Persons holding such Registrable Shares agrees agree that it 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 ’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case of an underwritten offeringUnderwritten Offering, 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) in the case of an underwritten offeringUnderwritten Offering, use its reasonable 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 Registrable Shares;
(m) issue to any underwriter to which any seller holder of Restricted Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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) upon the request of the Requesting Shareholder, list such Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are then listed or on NASDAQ if then includedor, or if the Common Stock is not then listed on a national securities exchange, use its best efforts to qualify such Restricted Registrable Shares for inclusion on the automated quotation system of the NASD or such national securities exchange or NASDAQ as the holders of a majority of such Restricted Shares Requesting Shareholder shall requestdesignate;
(o) 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 statementRegistration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act;
(p) if such Registration Statement refers to any holder of such Registrable Shares by name, at the request of such seller, insert therein language, in form and substance reasonably satisfactory to such holder, to the effect that the offer by such holder of such Registrable Shares is not to be construed as a recommendation by such holder of the investment quality thereof and does not imply that such holder will assist in meeting any future financial requirements of the Company; and
(pq) subject to all the other provisions of this Agreement, use its best commercially reasonable efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Hexion Specialty Chemicals, Inc.), Registration Rights Agreement (Borden Chemical Inc)
Preparation and Filing. If and whenever the Company is under an ---------------------- obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted SharesPurchaser Shares under the Securities Act, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 59.2, 6 9.3 and 79.4, use its best efforts to cause a registration statement that registers such Restricted Purchaser Shares to become and remain effective for a period of 180 days or until all of such Restricted Purchaser 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 9.3 hereof at any time prior to the effective date of the registration statement relating thereto;
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Purchaser Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to each holder of Restricted Purchaser Shares, to any counsel to any seller of Restricted Shares (the "Selling Holder") Investors and to one counsel selected by the -------------- holders of a majority of such Restricted Shares (the "Selling HoldersInvestors' --------------- 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);
(c) 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 Section 9(a) or until all of such Restricted Purchaser Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the registration of the sale or other disposition of such Restricted Purchaser Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Counsel Investors promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission 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 Commission 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 Restricted Purchaser 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 Purchaser Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares Selling Investor 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 Selling Investor to consummate the disposition in such jurisdictions of the Restricted Purchaser Shares owned by such sellerSelling 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 paragraph (e);
(f) furnish to each seller of such Restricted Shares Selling Investor such number of copies of 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 seller of Restricted Shares Selling Investor may reasonably request in order to facilitate the public sale or other disposition of such Restricted Purchaser Shares;
(g) use its best efforts to cause such Restricted Purchaser 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 Restricted Purchaser Shares;
(h) notify on a timely basis each seller of such Restricted Shares Selling Investor at any time when a prospectus relating to such Restricted Purchaser Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of any event as a result of which the prospectus included in such registration 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 light of the circumstances then existing and, at the request of such seller, prepare and furnish to such 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 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 light of the circumstances then existing;
(i) make available for inspection by any counsel to any Selling Holder Investor and the Selling HoldersInvestors' 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 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 seller of Restricted Shares 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;
(j) 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;
(k) in the case of an underwritten offering, 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 Purchaser Shares;
(m) issue to any underwriter to which any seller of Restricted Shares Selling Investor may sell shares in such offering certificates evidencing such Restricted Purchaser Shares; provided, -------- however, that the Company shall have the right to approve any such -------- underwriter ------- underwriter in connection with an underwritten offering pursuant to Section 9.2 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 9.3 hereof;
(n) list such Restricted Purchaser Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ Nasdaq if then included, or if the Common Stock is not then listed on a national securities exchangeexchange or on Nasdaq, use its best efforts to qualify such Restricted Purchaser Shares for inclusion on such national securities exchange or NASDAQ Nasdaq as the holders of a majority of such Restricted Purchaser Shares shall request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission SEC and, if required under such rules and regulations, make available to its securityholderssecurity 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;
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Purchaser Shares contemplated hereby; and
(q) use its best efforts to make available its senior executive and financial officers to participate at the reasonable request of any underwriter in marketing presentations to potential investors.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Apollo Investment Fund Iv Lp), Securities Purchase Agreement (Rare Medium Group Inc)
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling HoldersInvestors' --------------- 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 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 the periods set forth in Section 9(a) a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling HoldersInvestors' Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investors reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investors; providedPROVIDED, howeverHOWEVER, that the Company 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 so but for this paragraph (e);
(f) furnish to each seller of such Restricted Shares the Investors such number of copies of 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 seller of Restricted Shares the Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investors to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investors on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 5, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Investors (subject to delay rights under Section 2(b)), prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) make available for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or Investors, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the Investors or any such underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 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) (subject to delay rights under Section 2(b)) 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 seller of Restricted Shares agrees Investors agree that it they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;. If there is a reasonable likelihood, in the judgment of the Corporation (based on written advice of counsel), that compliance with the provisions of this subsection (i) could result in the loss of any attorney-client privilege related to the Records, the Corporation will not be required to comply with such provisions to the extent necessary to avoid the loss of such privilege; PROVIDED, HOWEVER, that if the Corporation chooses not to comply with such provisions under the foregoing circumstance then each of the Investors participating in such registration shall have the right to withdraw from such registration, such registration shall not be counted toward any limitation contained in Section 2 with respect to the number of registrations permitted to be requested and the Corporation shall pay or reimburse the Investors on demand for all fees and expenses incurred by them in connection with such registration.
(j) in the case 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;
(k) in the case of an underwritten offering, 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 CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted Shares the Investors may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted Registrable Shares for inclusion on such the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD") or, at the Corporation's option, a national securities exchange or NASDAQ as the holders of a majority of such Restricted Shares shall requestexchange;
(o) 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
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Corporation of the occurrence of any event of the kind described in subsection (h) of this Section 5, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (h) of this Section 5 and, if so directed by the Corporation, will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities currently at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Cornell Corrections Inc)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier)of;
(b) furnish, at least five (5) business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of Registrable Shares requesting such Restricted Shares registration (the "Selling Holders' --------------- “Investors’ Counsel"”), copies of all such documents proposed to be filed (it being ------- understood that such five-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 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 the periods set forth in Section 9(a) or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' 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 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Series A Investors reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Series A Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Series A 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 so 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 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 seller of such Restricted Shares the Series A Investors such number of copies of 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 seller of Restricted Shares Series A Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause such Restricted 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 Series A Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Series A Investors holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Series A Investors, prepare and furnish to such seller Series A 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 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 light of the circumstances then existing;
(i) make available upon reasonable notice and during normal business hours, for inspection by any counsel to any Selling Holder the Series A Investors holding such Registrable Shares 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 the Series A Investors 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 ’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 (ia) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the registration statement, (iib) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iiic) such Information has been made generally available to the public. The seller public through no breach of Restricted Shares agrees the nondisclosure obligations of the Inspectors or their affiliates; the Series A Investors agree that it 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 ’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) 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 cold comfort letters;
(k) in the case of an underwritten offering, 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 Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Series A Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted Registrable Shares for inclusion on FINRA’s automated quotation system, or such other national securities exchange or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) 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) in accordance with Rule 158 of the Securities Act covering a period of 12 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
(p) subject to all the other provisions of this Agreement, use its commercially reasonable best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby.
(q) Each holder of the Registrable Shares, upon receipt of any notice from the Company of any event of the kind described in Section 3.5(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.5(h) hereof, and, if so directed by the Company, such holder shall deliver to the 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.
Appears in 1 contract
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investor (the "Selling Holders' --------------- CounselINVESTOR'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 the Investor's 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) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Investor's 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 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investor 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 the Investor to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe 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 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 seller of the Investor holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares the Investor may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause such Restricted 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 Investor holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investor holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 5, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, the Investor prepare and furnish to such seller the 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 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 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investor or underwriter (collectively, the "InspectorsINSPECTORS"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company (collectively, the "RecordsRECORDS"), 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 "InformationINFORMATION") 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 ; 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 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 case 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;
(k) in the case of an underwritten offering, 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 Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Investor holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Shares Investor shall reasonably request;
(o) 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
(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 Restricted Registrable Shares contemplated hereby. The Investor, upon receipt of any notice from the Company of any event of the kind described in Section 5(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(h) hereof, and, if so directed by the Company, the Investor shall deliver to the Company all copies, other than permanent file copies then in the Investor's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Enlighten Software Solutions Inc)
Preparation and Filing. If and whenever the Company Corporation is ---------------------- under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling HoldersInvestors' --------------- 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 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 the periods set forth in Section 9(a) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling HoldersInvestors' Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investors reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investors; provided, however, that the Company 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 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 seller of the Investors holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investors holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Investors, prepare and furnish to such seller 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 offerees of such shares, such prospectus shall not include an untrue statement of a material fact or Or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
(i) 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investors or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 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 seller of Restricted Shares agrees ; the Investors agree that it they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case 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;
(k) in the case of an underwritten offering, 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 CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Investors holding such Registrable Shares may sell shares in such offering offering, certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) 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
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Corporation of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement 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 holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Providence Service Corp)
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best commercially reasonable efforts to cause a registration statement Registration Statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days Business Days before filing a registration statement Registration Statement that registers such Restricted Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement Registration Statement or prospectus, to each holder of Restricted Shares, to any counsel to any seller of Restricted Shares (the "Selling Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling Holders' --------------- Counsel"), ) copies of all such documents proposed to be filed (it being ------- understood that such five-business-day Business Day period need not apply to amendments or successive drafts of the same document proposed to be filed so long as such amendments or successive drafts are supplied to such counsel 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 Registration Statement effective for at least the periods set forth in Section 9(a) an additional period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) promptly notify Counsel in writing any counsel to any Selling Holder and the Selling Holders' Counsel promptly (i) of the receipt by the Company 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 Company Corporation of any notification with respect to the 8 9 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 Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller the holders of Restricted the Registrable Shares reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares holders to consummate the disposition in such jurisdictions of the Restricted Shares owned by such sellerholders' Registrable Shares; provided, however, that the Company 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 so but for this paragraph (e);
(f) furnish to each seller the holders of such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares holders may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause such Restricted Registrable Shares to be registered with or approved by such other governmental agencies or authorities of the United States as may be necessary by virtue of the business and operations of the Company Corporation to enable the seller or sellers thereof holders of such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the holders of such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statementRegistration 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 light of the circumstances then existing and, at the request of such sellerholders, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) make available upon reasonable notice and during normal business hours, 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 Registration Statement and any attorney, accountant or other agent retained by any such the underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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) 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;
(k) in the case of an underwritten offering, 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 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 NASDAQ as the holders of a majority of such Restricted Shares shall request;
(o) 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
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Shares contemplated hereby.)
Appears in 1 contract
Samples: Registration Rights Agreement (Insight Venture Partners Iv Lp)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Eligible Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best commercially reasonable efforts to cause a registration statement Registration Statement that registers such Restricted Eligible Shares to become and remain effective for a period of 180 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 Registration Statement that registers such Restricted Eligible Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement Registration Statement or prospectus, to each holder of Restricted Shares, to any counsel to any seller of Restricted Shares (the "Selling Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Eligible Shares (the "“Selling Holders' --------------- 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 the Selling 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 Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for at least the periods set forth in Section 9(a) a period of 90 days or until all of such Restricted Eligible Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Eligible Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' 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 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 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 Eligible Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best commercially reasonable efforts to register or qualify such Restricted Eligible Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Requesting Shareholders reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller holders of Restricted Eligible Shares to consummate the their disposition in such jurisdictions of the Restricted Shares owned by such sellerjurisdictions; 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 so but for this paragraph (e);
(f) furnish to each seller holder of such Restricted Eligible Shares such number of copies of 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 seller of Restricted Shares holders may reasonably request in order to facilitate the public sale or other disposition of such Restricted Eligible Shares;
(g) without limiting subsection (e) above, use its best commercially reasonable efforts to cause such Restricted Eligible 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 holders of such Eligible Shares to consummate the disposition of such Restricted Eligible Shares;
(h) notify on a timely basis each seller holder of such Restricted Eligible Shares at any time when a prospectus relating to such Restricted Eligible Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this SectionAct, of the happening of any event as a result of which the prospectus included in such registration statementRegistration 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 light of the circumstances then existing and, at the request of such sellerholder, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) make available for inspection by any counsel to any Selling Holder and the holders of such Eligible Shares, the Selling Holders' Investors’ Counsel or any underwriter participating in any disposition pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such holder 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 ’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 statementRegistration 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 statementRegistration 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 Persons holding such Eligible Shares agrees agree that it 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 ’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case of an underwritten offering, 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) in the case of an underwritten offering, use its reasonable 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 Eligible Shares;
(m) issue to any underwriter to which any seller of Restricted Eligible Shares may sell shares in such offering certificates evidencing such Restricted Eligible Shares; provided, however, that the Company shall have the right to approve any such -------- ------- underwriter with such approval not to be unreasonably withheld;
(n) upon the request of the Requesting Shareholders, list such Restricted Eligible Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted Eligible Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the “NASD”) or such national securities exchange or NASDAQ as the holders of a majority of such Restricted Shares Requesting Shareholders shall requestdesignate;
(o) 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 statementRegistration 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 commercially reasonable efforts to take all other steps necessary to effect the registration of such Restricted Eligible Shares contemplated hereby.
Appears in 1 contract
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) (it being understood that the Corporation may discontinue pursuant to Section 3 any registration);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling HoldersInvestors' --------------- 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 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 the periods set forth in Section 9(a) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted SharesRegistrable Shares (it being understood that the Corporation may discontinue pursuant to Section 3 any registration);
(d) notify in writing any counsel to any Selling Holder and the Selling HoldersInvestors' Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investors reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investors; provided, however, that the Company 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 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 seller of the Investors holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investors holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Investors, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investors or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 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 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 ; the Investors agree that it they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case 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;
(k) in the case of an underwritten offering, 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 CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) 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
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Corporation of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement 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 holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Digital Theater Systems Inc)
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier)of;
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of the Series C Preferred Stock requesting such Restricted Shares registration (the "Selling HoldersInvestors' --------------- Counsel"), together with 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 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 the periods set forth in Section 9(a) or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling HoldersInvestors' Counsel promptly (i) of the receipt by the Company Corporation of any notification with respect to any comments by the Commission with respect to such registration statement or prospectus or any 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 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller the holders of Restricted Registrable Shares reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investors; provided, however, that the Company 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 so but for this paragraph (e);
(f) furnish to each seller of such Restricted Shares the Investors such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting, and subject to, subsection (e) above, use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investors holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of or any event as a result of which the prospectus included in such registration statement, 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 light of the circumstances then existing and, at the request of such seller, the Investors prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) make available upon reasonable notice and during normal business hours, for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investors or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 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 or jurisdiction, (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 public through no breach of the Information deemed confidentialnondisclosure obligations of the Inspectors or their Affiliates or (iv) such disclosure is required to be made under applicable law;
(j) in the case 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;
(k) in the case of an underwritten offering, 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 CompanyCorporation) for such Restricted Registrable Shares;
(m) promptly issue to any underwriter to which any seller of Restricted the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Shares the Series C Holders shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its securityholderssecurity 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 subject registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(p) otherwise use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Corporation of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement 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 holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, Corporation shall as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling HoldersInvestors' --------------- 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 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 the periods set forth in Section 9(a) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Investor's Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investors reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investors; provided, however, that the Company 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 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 seller of the Investor holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investor holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 4, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Investor, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investor or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 Corporation determines in good faith to be confidential, 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 seller of Restricted Shares agrees ; the Investors agree that it they will, upon learning that disclosure of such Information information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case of an underwritten offering, use its best efforts to obtain from its independent certified public accountants "cold comfort" letters addressed to the Corporation and any selling Stockholders in customary form and at customary times and covering matters of the type customarily covered by cold comfort lettersbenefits;
(k) in the case of an underwritten offering, use its best efforts to obtain from its counsel an opinion or opinions in customary formform addressed to the Corporation and any selling Stockholders;
(l) provide a transfer agent and registrar (which may be the same entity and which may not be the CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Investor holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its securityholderssecurity 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(a11 (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 accessory to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Corporation of any event of the kind described in Section 4(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until such holders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(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 holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, Corporation shall as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five ten (10) business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling Holders' --------------- Investor's Counsel"), copies of all such documents proposed to be filed (it and permit Investor's Counsel to review the registration statement, the prospectus and any amendments or supplements thereto(it being ------- understood that such fiveten-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 the Investor's Counsel in advance of the proposed filing by and within a reasonable period of time that is customary and reasonable under following the circumstancesreceipt of any comments by the staff of the Commission by he Corporation);
(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) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Investor's Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investors reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investors; provided, however, that the Company 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 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 seller of the Investor holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) in the event of an underwritten public offering of the Registrable Shares, enter into (together with all holders proposing to distribute Registrable Securities through such underwriting) and perform its obligations under an underwriting agreement, in usual and customary form reasonably acceptable to the Corporation, with the managing underwriter of such offering;
(h) without limiting subsection (e) above, use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(hi) notify the Investor holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 4, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Investor, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(ij) 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investor or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 Corporation determines in good faith to be confidential, confidential and of which determination the Inspectors are Inspector is 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 seller of Restricted Shares ; the Investor agrees that it will, upon learning that disclosure of such Information information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(jk) in the case of an underwritten offering, use its best efforts to obtain from its independent certified public accountants "cold comfort" letters addressed to the Corporation and any selling Stockholders in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) in the case of an underwritten offering, use its best efforts to obtain from its counsel an opinion or opinions in customary formbenefits;
(l) use all commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of the registration statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify the Investor of the issuance of such order and the resolution thereof;
(m) furnish to the Investor, on the date that the registration statement becomes effective, a letter, dated such date, of outside counsel representing the Corporation (and reasonably acceptable to the Investor) addressed to the Investor, confirming such effectiveness and, to the knowledge of such counsel, the absence of any stop order;
(n) provide a transfer agent and registrar (which may be the same entity and which may not be the CompanyCorporation) for such Restricted Registrable Shares;
(mo) issue to any underwriter to which any seller of Restricted the Investor holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted Registrable Shares; provided, however, that the Company shall have the right to approve any such -------- ------- underwriter with such approval not to be unreasonably withheld;
(np) list such Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(oq) hold in confidence and not make any disclosure of information concerning the Investor provided to the Corporation if at the time such information is provided the Corporation is notified of the confidential nature of such information unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any registration statement that includes the Investor's Registrable Shares, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement, or (v) the Investor consents to the form and content of any such disclosure. The Corporation shall, upon learning that disclosure of any information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Investor prior to making such disclosure, and cooperate with the Investor in taking appropriate action to prevent disclosure of, or to obtain a protective order for, such information;
(r) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its securityholderssecurity holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 twelve (12) months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a11 (a) of the Securities Act; and
(ps) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary accessory to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Corporation of any event of the kind described in Section 5(i) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until such holders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(i) 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 holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best commercially reasonable efforts to cause a registration statement Registration Statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days Business Days before filing a registration statement Registration Statement that registers such Restricted Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement Registration Statement or prospectus, to each holder of Restricted Shares, to any counsel to any seller of Restricted Shares (the "Selling Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling Holders' --------------- Counsel"), ) copies of all such documents proposed to be filed (it being ------- understood that such five-business-day Business Day period need not apply to amendments or successive drafts of the same document proposed to be filed so long as such amendments or successive drafts are supplied to such counsel 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 Registration Statement effective for at least the periods set forth in Section 9(a) an additional period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) promptly notify Counsel in writing any counsel to any Selling Holder and the Selling Holders' Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller the holders of Restricted the Registrable Shares reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares holders to consummate the disposition in such jurisdictions of the Restricted Shares owned by such sellerholders' Registrable Shares; provided, however, that the Company 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 so but for this paragraph (e);
(f) furnish to each seller the holders of such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares holders may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause such Restricted Registrable Shares to be registered with or approved by such other governmental agencies or authorities of the United States as may be necessary by virtue of the business and operations of the Company Corporation to enable the seller or sellers thereof holders of such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the holders of such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statementRegistration 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 light of the circumstances then existing and, at the request of such sellerholders, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) make available upon reasonable notice and during normal business hours, 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 Registration Statement and any attorney, accountant or other agent retained by any such the underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 statementRegistration Statement. Any of the Information which the Company 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 seller of Restricted Shares agrees , and the Investors agree that it they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in if required by the case of an underwritten offeringunderwriters, use its best 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) in if required by the case of an underwritten offeringunderwriters, use its best 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 not be the CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller the holders of Restricted such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 use commercially reasonable efforts to qualify such Restricted Registrable Shares for listing on any the Nasdaq Stock Market or such other national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then included, or if the Common Stock is not listed on a national securities exchange, use Corporation shall from time to time list its best efforts to qualify such Restricted Shares for inclusion on such national securities exchange or NASDAQ as the holders of a majority of such Restricted Shares shall requestsecurities;
(o) otherwise use its best commercially reasonable 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 ActCommission; and
(p) subject to all the other provisions of this Agreement, use its best commercially reasonable efforts to take all other commercially reasonable steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares upon receipt of any notice from the Corporation of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement 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 holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Exchange Applications Inc)
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling Holders' --------------- 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 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) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) promptly notify Counsel in writing any counsel to any Selling Holder and the Selling Holders' Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller the holders of Restricted the Registrable Shares reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares holders to consummate the disposition in such jurisdictions of the Restricted Shares owned by such sellerholders' Registrable Shares; provided, however, that the Company 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 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 seller the holders of such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares holders may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof holders of such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the holders of such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerholders, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investors or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 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 seller of Restricted Shares agrees ; the Investors agree that it they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case 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;
(k) in the case of an underwritten offering, 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 CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller the holders of Restricted such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted Registrable Shares for inclusion listing on the Nasdaq Stock Market, or such other national securities exchange or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) 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
(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 Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares upon receipt of any notice from the Corporation of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement 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 holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, Corporation shall as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investor (the "Selling Holders' --------------- 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 the Investor's 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) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Investor's Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investor reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investor to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investor; provided, however, that the Company 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 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 seller of the Investor holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investor may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investor holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investor holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 4, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such selleran Investor, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investor or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 Corporation determines in good faith to be confidential, 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 seller of Restricted Shares agrees ; the Investor agree that it they will, upon learning that disclosure of such Information information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case of an underwritten offering, use its best efforts to obtain from its independent certified public accountants "cold comfort" letters addressed to the Corporation and any selling Stockholders in customary form and at customary times and covering matters of the type customarily covered by cold comfort lettersbenefits;
(k) in the case of an underwritten offering, use its best efforts to obtain from its counsel an opinion or opinions in customary formform addressed to the Corporation and any selling Stockholders;
(l) provide a transfer agent and registrar (which may be the same entity and which may not be the CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted Shares the Investor may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock Ordinary Shares are listed or on NASDAQ if then includedor, or if the Common Stock Ordinary Shares is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its securityholderssecurity 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(a11 (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 accessory to effect the registration of such Restricted Registrable Shares contemplated hereby. The Investor, upon receipt of any notice from the Corporation of any event of the kind described in Section 4(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(h) hereof, and, if so directed by the Corporation, the Investor shall deliver to the Corporation all copies, other than permanent file copies then in the Investor's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (On Track Innovations LTD)
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, Corporation shall as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five ten (10) business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling Holders' --------------- Investor's Counsel"), copies of all such documents proposed to be filed (it and permit Investor's Counsel to review the registration statement, the prospectus and any amendments or supplements thereto(it being ------- understood that such fiveten-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 the Investor's Counsel in advance of the proposed filing by and within a reasonable period of time that is customary and reasonable under following the circumstancesreceipt of any comments by the staff of the Commission by he Corporation);
(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) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Investor's Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investors reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investors; provided, however, that the Company 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 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 seller of the Investor holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) in the event of an underwritten public offering of the Registrable Shares, enter into (together with all holders proposing to distribute Registrable Securities through such underwriting) and perform its obligations under an underwriting agreement, in usual and customary form reasonably acceptable to the Corporation, with the managing underwriter of such offering;
(h) without limiting subsection (e) above, use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(hi) notify the Investor holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 4, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Investor, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(ij) 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investor or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 Corporation determines in good faith to be confidential, confidential and of which determination the Inspectors are Inspector is 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 seller of Restricted Shares ; the Investor agrees that it will, upon learning that disclosure of such Information information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(jk) in the case of an underwritten offering, use its best efforts to obtain from its independent certified public accountants "cold comfort" letters addressed to the Corporation and any selling Stockholders in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) in the case of an underwritten offering, use its best efforts to obtain from its counsel an opinion or opinions in customary formbenefits;
(l) use all commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of the registration statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify the Investor of the issuance of such order and the resolution thereof;
(m) furnish to the Investor, on the date that the registration statement becomes effective, a letter, dated such date, of outside counsel representing the Corporation (and reasonably acceptable to the Investor) addressed to the Investor, confirming such effectiveness and, to the knowledge of such counsel, the absence of any stop order;
(n) provide a transfer agent and registrar (which may be the same entity and which may not be the CompanyCorporation) for such Restricted Registrable Shares;
(mo) issue to any underwriter to which any seller of Restricted the Investor holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted Registrable Shares; provided, however, that the Company shall have the right to approve any such -------- ------- underwriter with such approval not to be unreasonably withheld;
(np) list such Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(oq) hold in confidence and not make any disclosure of information concerning the Investor provided to the Corporation if at the time such information is provided the Corporation is notified of the confidential nature of such information unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any registration statement that includes the Investor's Registrable Shares, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement, or (v) the Investor consents to the form and content of any such disclosure. The Corporation shall, upon learning that disclosure of any information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Investor prior to making such disclosure, and cooperate with the Investor in taking appropriate action to prevent disclosure of, or to obtain a protective order for, such information;
(r) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its securityholderssecurity holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 twelve (12) months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a11 (a) of the Securities Act; and
(ps) subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary accessory to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Corporation of any event of the kind described in Section 5(i) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until such holders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(i) 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 holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five (5) business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares (the "Selling Holders' --------------- Counsel")Investors, copies of all such documents proposed to be filed (it being ------- understood that such five-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 the counsel to the Investors 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) a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any the counsel to any Selling Holder and the Selling Holders' Counsel Investors promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investor reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller the holders of Restricted Registrable Shares to consummate the disposition in such jurisdictions of the Restricted Shares owned by such sellerRegistrable Shares; providedPROVIDED, howeverHOWEVER, that the Company 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 so but for this paragraph (e);
(f) furnish to each seller the holders of such Restricted Registrable Shares such number of copies of 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 seller the holders of Restricted Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof holders of Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the holders of Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe holders of Registrable Shares, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) make available for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or holders of 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 Registrable Shares or any such underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably ----------- requested by any such Inspector holders of Registrable Shares in connection with such registration statement. Any ; PROVIDED, HOWEVER, that any of the Information which the Company 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 seller ; and PROVIDED FURTHER, HOWEVER, that the holders of Restricted Registrable Shares agrees agree that it they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case 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;
(k) in the case of an underwritten offering, 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 CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller the holders of Restricted Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted Registrable Shares for inclusion on the Nasdaq National Market System or such other national securities exchange or NASDAQ as the holders of a majority of such Restricted the Registrable Shares held by the Investor shall request;
(o) 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
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Mediconsult Com Inc)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days one year or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five ten business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of Registrable Shares requesting such Restricted Shares registration (the "Selling Holders' --------------- “Investors’ Counsel"”), copies of all such documents proposed to be filed (it being ------- understood that such five-business-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 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 the periods set forth in Section 9(a) a period of one year or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Investors’ Counsel promptly (i) 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) 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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best commercially reasonable efforts to register or qualify such Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller the holders of Restricted Registrable Shares reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe 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 so to do so but for this paragraph (e);
(f) furnish to each seller of such Restricted Shares the Investors such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best commercially reasonable efforts to cause such Restricted 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 Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investors holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of or any event as a result of which the prospectus included in such registration statement, 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 light of the circumstances then existing and, at the request of such seller, the Investors prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) make available upon reasonable notice and during normal business hours, for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investors 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 ’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 or jurisdiction, (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 public through no breach of the Information deemed confidentialnondisclosure obligations of the Inspectors or their Affiliates or (iv) such disclosure is required to be made under applicable law;
(j) in the case of an underwritten offering, use its best 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) in the case of an underwritten offering, use its best 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 not be the Company) for such Restricted Registrable Shares;
(m) promptly issue to any underwriter to which any seller of Restricted the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange (including the New York Stock Exchange, the Nasdaq Stock Market or the American Stock Exchange) on which any the shares of the Common Stock are listed or on NASDAQ if then included, or if at the 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 NASDAQ as time of effectiveness of the holders of a majority of such Restricted Shares shall requestregistration statement;
(o) 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 subject registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(p) otherwise use its best commercially reasonable efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Company of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement 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 Company, such holder shall deliver to the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Campus Crest Communities, Inc.)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best commercially reasonable efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Stockholder (the "Selling Holders' --------------- Purchaser'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 the periods set forth in Section 9(a) a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Purchaser's 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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best commercially reasonable efforts to register or qualify such Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted 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 Restricted Registrable Shares to consummate the disposition in such jurisdictions of the Restricted 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 seller of such Restricted Registrable Shares such number of copies of 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 seller of Restricted Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) use its best commercially reasonable efforts to cause such Restricted 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 Restricted Registrable Shares;
(h) notify on a timely basis each seller of such Restricted Registrable Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, prepare and furnish to such 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 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 light of the circumstances then existing;
(i) make available for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or 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. 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 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) in the case of an underwritten offering, use its best 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) in the case of an underwritten offering, use its best 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 not be the Company) for such Restricted Registrable Shares;
(m) issue to any underwriter, which underwriter shall be chosen by the Company subject to the approval of the Stockholder, to which any seller of Restricted Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange or national automated quotation system on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchangeso listed, use its best commercially reasonable efforts to qualify such Restricted Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD") or such national securities exchange or NASDAQ as the holders of a majority of such Restricted Shares Company shall requestreasonably determine;
(o) otherwise use its best commercially reasonable 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
(p) use its best commercially reasonable efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Fibernet Telecom Group Inc\)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted SharesRegistrable Shares under the Securities Act, the Company shall, as expeditiously as practicable:
(a) 6.1 with respect to a registration under Sections 52, 6 3 and 74 of this Agreement, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted 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 hereof at any time prior to the effective date of the registration statement relating thereto;
(b) 6.2 furnish, at least five business days before filing a registration statement that registers such Restricted Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to each holder of Restricted Registrable Shares, to any counsel to any seller of Restricted Shares (the "Selling Holder") Investors and to one counsel selected by the -------------- holders of a majority of such Restricted Shares (the "Selling HoldersInvestors' --------------- 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);
(c) 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 Section 9(a) this Agreement or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the registration of the sale or other disposition of such Restricted Registrable Shares;
(d) 6.4 notify in writing any counsel to any Selling Holder and the Selling Holders' Counsel Investors promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the Commission 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 Commission 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 Restricted Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) 6.5 use its best efforts to register or qualify such Restricted Registrable Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares Selling Investor 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 Selling Investor to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerSelling 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 paragraph (e)Section 6.5;
(f) 6.6 furnish to each seller of such Restricted Shares Selling Investor on a timely basis, such number of copies of 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 seller of Restricted Shares Selling Investor may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares; provided, however, that the Company shall have no such obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the Company; and provided further, that if a final prospectus is not timely filed by the Company with the SEC in accordance with Rule 172(c) (without regard to any cure period provided by such rule) then, upon the written request of the Selling Investor, the Company shall furnish such number of copies of a final prospectus as such Selling Investor shall reasonably request;
(g) 6.7 use its best efforts to cause such Restricted 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 Restricted Registrable Shares;
(h) 6.8 notify on a timely basis each seller of such Restricted Shares Selling Investor at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this SectionSection 6.1, of the happening of any event as a result of which the prospectus included in such registration 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 light of the circumstances then existing and, at the request of such seller, prepare and furnish to such 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 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 light of the circumstances then existing;
(i) 6.9 make available for inspection by any counsel to any Selling Holder Investor and the Selling HoldersInvestors' 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 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 seller of Restricted Shares 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;
(j) in the case of an underwritten offering, 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;
(k) in the case of an underwritten offering, 6.11 use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(l) 6.12 provide a transfer agent and registrar (which may be the same entity and which may not be the Company) for such Restricted Registrable Shares;
(m) 6.13 issue to any underwriter to which any seller of Restricted Shares Selling Investor may sell shares in such offering certificates evidencing such Restricted 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;
(n) 6.14 list such Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ Nasdaq if then included, or if the Common Stock is not then listed on a national securities exchangeexchange or on Nasdaq, use its best efforts to qualify such Restricted Registrable Shares for inclusion on such national securities exchange or NASDAQ Nasdaq as the holders of a majority of such Restricted Registrable Shares shall request;
(o) 6.15 otherwise use its best efforts to comply with all applicable rules and regulations of the Commission SEC and, if required under such rules and regulations, make available to its securityholderssecurity 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;
(p) 6.16 use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby; and
6.17 use its best efforts to make available its senior executive and financial officers to participate at the reasonable request of any underwriter in marketing presentations to potential investors.
Appears in 1 contract
Samples: Registration Rights Agreement (Skyterra Communications Inc)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares the Investors initiating the registration (the "Selling HoldersInvestors' --------------- 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 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 the periods set forth in Section 9(a) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Investor's 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 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investors reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe 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 so 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 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 seller of the Investors holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause such Restricted 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 Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investors holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Investors, prepare and furnish to such seller 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 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 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investors 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 ; the Investors agree that it 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 case 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;
(k) in the case of an underwritten offering, 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 Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) 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
(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 Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Company of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement 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 Company, such holder shall deliver to the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Lifeminders Com Inc)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, at its own expense and as expeditiously as practicable:
(ai) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier)of;
(bii) furnish, at least five business days (5) Business Days before filing a registration statement that registers such Restricted Registrable 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 one (the "Selling Holder"1) and to one counsel selected by the -------------- holders of at least a majority of such Restricted Shares the Class A Units (the "Selling Holders' --------------- “Members’ Counsel"”), copies of all such documents proposed to be filed (it being ------- understood that such five-business-day 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 the Members’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(ciii) 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 all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition Transfer of such Restricted Registrable Shares;
(div) promptly notify in writing any counsel to any Selling Holder and the Selling Holders' Members’ Counsel promptly (i) of the receipt by the Company of any notification with respect to (A) 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, (iiB) 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 thereto, which the Company will take all reasonable actions required to prevent the entry of such stop order or remove it if entered after the filing of the registration statement, or the initiation or threatening of any proceeding for that purpose purpose, and (iiiC) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Restricted Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(ev) use its best efforts to register or qualify such Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller the holders of Restricted Registrable Shares reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller the holders of Restricted Registrable Shares to consummate the disposition Transfer in such jurisdictions of the Restricted Registrable Shares owned by such sellerPersons; 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 so but for this paragraph (ev);
(fvi) furnish to each seller the holders of such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Persons may reasonably request in order to facilitate the public sale or other disposition Transfer of such Restricted Registrable Shares;
(gvii) use its best efforts to without limiting paragraph (v) above, cause such Restricted Registrable Shares to be registered with or approved by such other governmental agencies or authorities Governmental Authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof holders of Registrable Shares to consummate the disposition Transfer of such Restricted Registrable Shares;
(hviii) notify the holders of Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of or any event as a result of which the prospectus included in such registration statement, 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 light of the circumstances then existing and, at the request of such sellerthe holders of Registrable Shares, prepare and furnish to such seller Persons 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 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 light of the circumstances then existing;
(iix) make available available, for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or holders of Registrable Shares, any underwriter participating in any disposition Transfer pursuant to such registration statement and any attorney, accountant or other agent retained by any such the holders representing a majority of the outstanding Registrable Shares or underwriter (collectively, the "“Inspectors"”), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company (collectively, the "Records")Company, as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers’s Officers, directors Managers and employees to supply all such information (together with the Records, the "“Information"”) reasonably ----------- requested by any such Inspector in connection with such registration statement. Any of the Information which 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 (iA) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (iiB) 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 or jurisdiction, (iiiC) such Information has been made generally available to the public. The seller of Restricted Shares agrees that it will, upon learning that or (D) such disclosure of such Information is sought in a court of competent jurisdiction, give notice required to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidentialbe made under applicable law;
(jx) in the case 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;
(kxi) in the case of an underwritten offering, use its best efforts to obtain from its legal counsel an opinion or opinions in customary form;
(lxii) provide a transfer agent and registrar (which may be the same entity Entity and which may not be the Company) for such Restricted Registrable Shares;
(mxiii) promptly issue to any underwriter to which any seller the holders of Restricted Registrable Shares may sell shares Registrable Shares in such offering certificates evidencing such Restricted Registrable Shares; provided, however, that the Company shall have the right to approve any such -------- ------- underwriter with such approval not to be unreasonably withheld;
(nxiv) list such Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock Registrable Shares are listed or on NASDAQ if then included, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted Registrable Shares for inclusion on the automated quotation system of the Financial Industry Regulatory Authority (“FINRA”), or such other national securities exchange or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(oxv) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its securityholdersSecurity holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 twelve (12) months beginning within three (3) 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; and
(pxvi) otherwise use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Company of any event of the kind described in Section 11.10(f)(viii), shall forthwith discontinue Transfer of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 11.10(f)(viii), and, if so directed by the Company, such holder shall deliver to the 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.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Majestic Holdco, LLC)
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) prepare and (within 30 days after the end of the period within which requests for registration may be given to the Corporation, unless the failure to file within such 30 days period occurs due to matters outside the Corporation’s control, in which case as soon as practicable) file with the Commission a registration statement with respect to a registration under Sections 5, 6 such Registrable Shares and 7, thereafter use its reasonable best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period until the earlier of 180 days or until (i) the date on which all of such Restricted Registrable Shares have been disposed of and (if earlier)ii) the one year (or, in the case of a registration statement under Form S-3, two year) anniversary of the effectiveness of such registration statement;
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of Registrable Shares requesting such Restricted Shares registration (the "Selling Holders' --------------- “Investors’ Counsel"”), including 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 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 during the periods set forth period specified in Section 9(a) or until all of such Restricted Shares have been disposed of (if earlier6(a) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Investors’ Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller the holders of Restricted Registrable Shares reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investors; provided, however, that the Company 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 so but for this paragraph (e);
(f) furnish to each seller of such Restricted Shares the Investors such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its reasonable best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investors holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of or any event as a result of which the prospectus included in such registration statement, 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 light of the circumstances then existing and, at the request of such seller, the Investors prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) make available upon reasonable notice and during normal business hours, for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investors or underwriter (collectively, the "“Inspectors"”), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "“Records"”), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's 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 Company 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 or jurisdiction, (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 public through no breach of the Information deemed confidentialnondisclosure obligations of the Inspectors or their Affiliates or (iv) such disclosure is required to be made under applicable law;
(j) in the case 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;
(k) in the case of an underwritten offering, 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 CompanyCorporation) for such Restricted Registrable Shares;
(m) promptly issue to any underwriter to which any seller of Restricted the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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) use its reasonable best efforts to list such Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify cause all Registrable Shares to be listed on the Nasdaq Stock Market, Inc. (“NASDAQ”) or such Restricted Shares for inclusion on such other national securities exchange or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) 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 subject registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(p) otherwise use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Corporation of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement 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 holder’s possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling Holders' --------------- “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 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 the periods set forth in Section 9(a) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify Investors’ Counsel 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 Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investors reasonably requests request and do any and all other acts and things which that may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe 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 so to do so but for this paragraph (e)) or to provide any material undertaking or make any changes in its By-laws or Charter 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;
(f) furnish to each seller of the Investors holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best commercially reasonable efforts to cause such Restricted 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 Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investors holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing in which they were made and, at the request of such sellerthe Investors, prepare and furnish to such seller 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 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 light of the circumstances then existingin which they were made;
(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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investors 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 ’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 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 required by law or regulation or 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 ; the Investors agree that it they will, to the extent permitted by law, upon learning that disclosure of such Information is required by law or regulation or sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's ’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case of an underwritten offering, use its best 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) in the case of an underwritten offering, use its best efforts to obtain from its counsel an opinion or opinions in customary formform satisfactory to the Investors;
(l) provide a transfer agent and registrar (which may be the same entity and which may not be the Company) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock Ordinary Shares are listed or on NASDAQ if then included, or if the 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 NASDAQ as the holders of a majority of such Restricted Shares shall requestlisted;
(o) 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 an earning statement (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 earning statement 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 registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Company of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement 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 Company, such holder shall deliver to the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Cgen Digital Media Co LTD)
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of Investors holding Registrable Shares included in such Restricted Shares registration statement (the "Selling HoldersInvestors' --------------- Counsel") and to the Founders' counsel, if other than counsel for the Corporation (the "Founders' 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 the Investors' Counsel and the Founders' 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(alesser of (i) or 90 days and (ii) until all of such Restricted Registrable Shares have been disposed of (if earlier) of, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder the Investors' Counsel and the Selling HoldersFounders' Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investors and the Founders reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller the holders of Restricted Registrable Shares to consummate the disposition in such jurisdictions of the Restricted Shares owned by such sellerRegistrable Shares; provided, however, that the Company 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 so but for this paragraph (e);
(f) furnish to each seller the holders of Registrable Shares included in such Restricted Shares registration statement such number of copies of 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 such seller holders of Restricted Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) use its best efforts to cause such Restricted notify the holders 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 Restricted Shares;
(h) notify on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe holders of Registrable Shares, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(ih) make available for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or holders of Registrable Shares included in such registration statement, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by the holders of Registrable Shares or any such underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably ----------- requested by any such Inspector holders of Registrable Shares in connection with such registration statement. Any ; provided, however, that any of the Information which the Company 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 seller ; and provided further, however, that the holders of Restricted Registrable Shares agrees agree that it they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(ji) in the case 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;
(kj) in the case of an underwritten offering, use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(lk) provide a transfer agent and registrar (which may be the same entity and which may not be the CompanyCorporation) for such Restricted Registrable Shares;
(ml) issue to any underwriter to which any seller the holders of Restricted Registrable Shares may sell shares in such offering certificates evidencing such Restricted Registrable Shares; provided, however, that the Company shall have the right to approve any such -------- ------- underwriter with such approval not to be unreasonably withheld;
(nm) list such Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted Registrable Shares for inclusion on the Nasdaq National Market System or the Nasdaq SmallCap Market or such other national securities exchange or NASDAQ as the holders of a majority of such Restricted the Registrable Shares held by the Investors shall request;
(on) 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
(po) use its best efforts to take all other steps reasonably necessary to effect the registration of such Restricted Registrable Shares contemplated hereby. For purposes of this Agreement, the Corporation's best efforts shall mean the Corporation's best efforts without the expenditure of time or funds other than is customary for registrations of the type contemplated herein.
Appears in 1 contract
Samples: Registration Rights Agreement (Mobius Management Systems Inc)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable iBaby Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable iBaby Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable iBaby Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable iBaby Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to each holder one counsel selected by the holders of Restricted Shares, to any counsel to any seller a majority of Restricted the Registrable Shares (the "Selling Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares (the "Selling HoldersStockholders' --------------- 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) a period of 180 days or until all of such Restricted Registrable iBaby Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable iBaby Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling HoldersStockholders' 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 Registrable iBaby 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 Registrable iBaby Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Registrable iBaby 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 Registrable iBaby Shares to consummate the disposition in such jurisdictions of the Restricted Registrable iBaby 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 seller of such Restricted Registrable iBaby Shares such number of copies of 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 seller of Restricted Registrable iBaby Shares may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable iBaby Shares;
(g) use its best efforts to cause such Restricted Registrable iBaby 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 Restricted Registrable iBaby Shares;
(h) notify on a timely basis each seller of such Restricted Registrable iBaby Shares at any time when a prospectus relating to such Restricted Registrable iBaby Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, prepare and furnish to such 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 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 light of the circumstances then existing;
(i) make available for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or seller of such Registrable iBaby 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 Registrable iBaby 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) 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;
(k) in the case of an underwritten offering, 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 Registrable iBaby Shares;
(m) issue to any underwriter to which any seller of Restricted Registrable iBaby Shares may sell shares in such offering certificates evidencing such Restricted Registrable iBaby 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 Registrable iBaby Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted Registrable iBaby Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD") or such national securities exchange or NASDAQ as the holders of a majority of such Restricted the Registrable Shares, Registrable Founder Shares, Registrable Astrology Shares, Registrable iBaby Shares and/or Registrable Bear Xxxxxxx Shares (as the case may be) shall request;
(o) 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
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable iBaby Shares contemplated hereby.
Appears in 1 contract
Samples: Rights Agreement (Ivillage Inc)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best commercially reasonable efforts to effect the registration of any Restricted Registrable Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best commercially reasonable efforts in good faith to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days (as extended pursuant to Section 25) or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Registrable Shares (the "Selling HoldersStockholders' --------------- 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 a period of 180 days (as extended pursuant to Section 9(a25) or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling HoldersStockholders' 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 Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best commercially reasonable efforts in good faith to register or qualify such Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted 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 Restricted Registrable Shares to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such seller; provided, however, that the Company will not be -------- ------- 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 seller of such Restricted Registrable Shares such number of copies of 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 seller of Restricted Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) use its best commercially reasonable efforts to cause such Restricted 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 Restricted Registrable Shares;
(h) notify on a timely basis each seller of such Restricted Registrable Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, prepare and furnish to such 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 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 light of the circumstances then existing;
(i) make available for inspection by any counsel to any Selling Holder and the Selling HoldersStockholders' Counsel or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by a seller of Registrable Shares or 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 Each 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;
(j) in the case of an underwritten offering, use its best commercially reasonable efforts in good faith 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) in the case of an underwritten offering, use its best commercially reasonable efforts in good faith 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 Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted Registrable Shares may sell shares in such offering certificates evidencing such Restricted Registrable Shares; provided, however, that the Company shall have the right to approve -------- ------- any such -------- ------- underwriter with such which approval shall not to be unreasonably withheld;
(n) list such Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best commercially reasonable efforts to qualify such Restricted Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD") or such national securities exchange or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall request;
(o) otherwise use its best commercially reasonable efforts in good faith 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 ActAct and Rule 158 thereunder; and
(p) use its best commercially reasonable efforts in good faith to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (V I Technologies Inc)
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Insight and Insight II (the "Selling HoldersINVESTORS' --------------- CounselCOUNSEL"), 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 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 the periods set forth in Section 9(a) a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling HoldersInvestors' Counsel promptly of (i) of the receipt by the Company 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 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 the Corporation shall use its best efforts to prevent the issuance thereof or, if issued, to obtain its withdrawal) and (iii) of the receipt by the Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Registrable Shares reasonably requests requests, to keep such registrations or qualifications in effect for so long as the 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 seller of Restricted Registrable Shares to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such seller; providedPROVIDED, howeverHOWEVER, that the Company 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 so but for this paragraph (eSECTION 6(e);
(f) furnish to each seller of such Restricted Registrable Shares such number of copies of 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 seller of Restricted Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof to consummate the disposition of such Restricted Registrable Shares;
(h) notify on a timely basis each seller of such Restricted Registrable Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this SectionSECTION 6(A), of the happening of any event known to the Corporation as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, prepare and furnish to such 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 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 light of the circumstances then existing;
(i) make available upon reasonable notice and during normal business hours, for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or seller of 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 "InspectorsINSPECTORS"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "RecordsRECORDS"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation's officers, directors and employees to supply all information (together with the Records, the "InformationINFORMATION") reasonably ----------- requested by any such Inspector in connection with such registration statement. Any statement (any of the Information which the Company Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors 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 been made generally available to the public. The , and each seller of Restricted 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 Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential);
(j) in the case of an underwritten offering, use its best efforts to obtain from its independent certified public accountants "comfortCOLD COMFORT" letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(k) in the case of an underwritten offering, use its best efforts to obtain from its counsel an opinion or opinions in customary form, naming each seller of Registrable Shares as an additional addressee or party who may rely thereon;
(l) provide a transfer agent and registrar (which may be the same entity Person and which may not be the CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted Registrable Shares may sell shares in such offering offering, certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall request;
(o) 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
and (p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Exchange Applications Inc)
Preparation and Filing. (a) If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Shares, the Company shall, as expeditiously as practicable:
(ai) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement Registration Statement that registers such Restricted Shares to become and remain effective for a period of 180 120 days or until all of such Restricted Shares have been disposed of (if earlier);
(bii) furnish, at least five business days before filing a registration statement Registration Statement that registers such Restricted Shares, a prospectus Prospectus relating thereto or and any amendments or supplements relating to such a registration statement Registration Statement or prospectusProspectus, to each holder of Restricted Shares, to any counsel to any seller of Restricted Shares (for the "Selling Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares (the "Selling Holders' --------------- Counsel"), Employee copies of all such documents proposed to be filed (it being ------- understood that such five-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);
(ciii) 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 periods set forth in Section 9(a) lesser of a period of 120 days or until all of such Restricted Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Shares;
(div) notify counsel for the Employee in writing any counsel to any Selling Holder and the Selling Holders' Counsel promptly (iA) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such registration statement Registration Statement or prospectus or any amendment or supplement thereto Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (iiB) 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 Registration Statement or prospectus Prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding proceedings for that purpose and (iiiC) 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;
(ev) 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 so but for this paragraph clause (ev);
(fvi) furnish to each seller of such Restricted Shares such number of copies of 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 seller of Restricted Shares may reasonably request in order to facilitate the public sale or other disposition of such Restricted Shares;
(gvii) use its best efforts to cause such Restricted Shares to be registered with or approved by such other governmental agencies or authorities 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 Restricted Shares;
(hviii) notify on a timely basis each seller of such Restricted Shares at any time when a prospectus Prospectus relating to such Restricted Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph clause (ai) of this Section, Section 6(a) of the happening of any event as a result of which the prospectus Prospectus included in such registration statementRegistration 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 light of the circumstances then existing and, at the request of such seller, prepare and furnish to such 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 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 light of the circumstances then existing;
(iix) make available for inspection by any counsel to seller of such Shares, any Selling Holder and the Selling Holders' Counsel or any underwriter Underwriter participating in any disposition pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such underwriter seller or Underwriter (collectively, the "Inspectors"), all pertinent financial 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. Any 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 (iA) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statementRegistration Statement, (iiB) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or jurisdiction, (iiiC) such Information has been made generally available to the public. The , and (D) 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);
(jx) in the case of an underwritten offering, use its best efforts to obtain from its independent certified public accountants a "cold comfort" letters letter in customary form and at customary times and covering such matters of the type customarily covered by cold comfort letters;
(kxi) in the case of an underwritten offering, use its best efforts to obtain obtain, from its counsel counsel, an opinion or opinions in customary formform (which shall also be addressed to the sellers of Shares in such registration);
(lxii) provide a transfer agent and registrar (which may be the same entity and which may not be the Company) for such Restricted Shares;
(mxiii) issue to any underwriter Underwriter to which any seller of Restricted Shares may sell shares 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;
(nxiv) list such Restricted Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not 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"), National Market System ("NMS"), or such other national securities exchange or NASDAQ as the holders of a majority holder of such Restricted Shares shall request;
(oxv) 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 ActCommission; and
(pxvi) use its best efforts to take all other steps necessary to effect the registration of such Restricted Shares contemplated hereby.
(b) each holder of Shares that sells Shares pursuant to a registration under this Agreement agrees that during such time as such seller may be engaged in a distribution of the 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 Common Stock of the Company in contravention of such rules; (ii) distribute the Shares under the Registration Statement solely in the manner described in the Registration Statement; and (iii) cease distribution of such Shares pursuant to such Registration Statement upon receipt of written notice from the Company that the prospectus covering the Shares contains any untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the statements therein not misleading.
Appears in 1 contract
Samples: Deferred Compensation Agreement (Icg Holdings Canada Co /Co/)
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, Corporation shall as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 270 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investor (the "Selling Holders' --------------- 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 the Investor's 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) a period of 270 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Investor's Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investor 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 the Investor to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investor; provided, however, that the Company 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 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 seller of the Investor holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investor may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investor holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investor holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 4, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such selleran Investor, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investor or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 Corporation determines in good faith to be confidential, 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 seller of Restricted Shares agrees ; the Investor agree that it they will, upon learning that disclosure of such Information information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case of an underwritten offering, use its best efforts to obtain from its independent certified public accountants "cold comfort" letters addressed to the Corporation and any selling Stockholders in customary form and at customary times and covering matters of the type customarily covered by cold comfort lettersbenefits;
(k) in the case of an underwritten offering, use its best efforts to obtain from its counsel an opinion or opinions in customary formform addressed to the Corporation and any selling Stockholders;
(l) provide a transfer agent and registrar (which may be the same entity and which may not be the CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted Shares the Investor may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock Ordinary Shares are listed or on NASDAQ if then includedor, or if the Common Stock Ordinary Shares is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its securityholderssecurity 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(a11 (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 accessory to effect the registration of such Restricted Registrable Shares contemplated hereby. The Investor, upon receipt of any notice from the Corporation of any event of the kind described in Section 5(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(h) hereof, and, if so directed by the Corporation, the Investor shall deliver to the Corporation all copies, other than permanent file copies then in the Investor's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (On Track Innovations LTD)
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, Corporation shall as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, 4.1. use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) 4.2. furnish, at least five ten (10) business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling Holders' --------------- Investor's Counsel"), copies of all such documents proposed to be filed (it and permit Investor's Counsel to review the registration statement, the prospectus and any amendments or supplements thereto(it being ------- understood that such fiveten-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 the Investor's Counsel in advance of the proposed filing by and within a reasonable period of time that is customary and reasonable under following the circumstancesreceipt of any comments by the staff of the Commission by he Corporation);
(c) 4.3. 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) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) 4.4. notify in writing any counsel to any Selling Holder and the Selling Holders' Investor's Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) 4.5. use its best efforts to register or qualify such Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investors reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investors; provided, however, that the Company 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 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) 4.6. furnish to each seller of the Investor holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
4.7. in the event of an underwritten public offering of the Registrable Shares, enter into (gtogether with all holders proposing to distribute Registrable Securities through such underwriting) and perform its obligations under an underwriting agreement, in usual and customary form reasonably acceptable to the Corporation, with the managing underwriter of such offering;
4.8. without limiting subsection (e) above, use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) 4.9. notify the Investor holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 4, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Investor, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) 4.10. 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investor or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 Corporation determines in good faith to be confidential, confidential and of which determination the Inspectors are Inspector is 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 seller of Restricted Shares ; the Investor agrees that it will, upon learning that disclosure of such Information information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case of an underwritten offering, 4.11. use its best efforts to obtain from its independent certified public accountants "cold comfort" letters addressed to the Corporation and any selling Stockholders in customary form and at customary times and covering matters of the type customarily covered by cold comfort lettersbenefits;
(k) in the case of an underwritten offering, 4.12. use its best all commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of the registration statement and, if such an order is issued, to obtain from its counsel an opinion or opinions in customary formthe withdrawal thereof at the earliest possible time and to notify the Investor of the issuance of such order and the resolution thereof;
4.13. furnish to the Investor, on the date that the registration statement becomes effective, a letter, dated such date, of outside counsel representing the Corporation (land reasonably acceptable to the Investor) addressed to the Investor, confirming such effectiveness and, to the knowledge of such counsel, the absence of any stop order;
4.14. provide a transfer agent and registrar (which may be the same entity and which may not be the CompanyCorporation) for such Restricted Registrable Shares;
(m) 4.15. issue to any underwriter to which any seller of Restricted the Investor holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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) 4.16. list such Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
4.17. hold in confidence and not make any disclosure of information concerning the Investor provided to the Corporation if at the time such information is provided the Corporation is notified of the confidential nature of such information unless (oi) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any registration statement that includes the Investor's Registrable Shares, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement, or (v) the Investor consents to the form and content of any such disclosure. The Corporation shall, upon learning that disclosure of any information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Investor prior to making such disclosure, and cooperate with the Investor in taking appropriate action to prevent disclosure of, or to obtain a protective order for, such information;
4.18. otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its securityholderssecurity holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 twelve (12) months beginning within three months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a11 (a) of the Securities Act; and
(p) 4.19. subject to all the other provisions of this Agreement, use its best efforts to take all other steps necessary accessory to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Corporation of any event of the kind described in Section 5(i) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until such holders' receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(i) 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 holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Samples: Series B Preferred Stock and Warrant Purchase Agreement (Datametrics Corp)
Preparation and Filing. If and whenever the Company At such time as Carnivale is under an obligation pursuant to the provisions of this Agreement to use its best commercially reasonable efforts to effect the registration of any Restricted Registrable Shares, the Company Carnivale shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best commercially reasonable efforts to cause a registration statement Registration Statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier)of;
(b) furnish, at least five business days (5) Business Days before filing a registration statement Registration Statement that registers such Restricted Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement Registration Statement or prospectus, to each holder of Restricted Shares, to any counsel to any seller of Restricted Shares (the "Selling Holder") and to one counsel selected by the -------------- holders of a majority of Registrable Shares requesting such Restricted Shares registration (the "Selling Holders' --------------- “Sellers’ Counsel"”), copies of all such documents proposed to be filed (it being ------- understood that such five-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 the Sellers’ 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 used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for at least the periods set forth in Section 9(a) or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify Sellers’ Counsel in writing any counsel to any Selling Holder and the Selling Holders' Counsel promptly (i) of the receipt by the Company Carnivale of any notification with respect to any comments by the Commission SEC with respect to such registration statement Registration Statement or prospectus or any amendment or supplement thereto or any request by the Commission SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company Carnivale of any notification with respect to the issuance by the Commission SEC of any stop order suspending the effectiveness of such registration statement 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 Carnivale of any notification with respect to the suspension of the qualification of such Restricted Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(e) use its best commercially reasonable efforts to register or qualify such Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Sellers reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Sellers to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Sellers; provided, provided however, that the Company Carnivale 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 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 Carnivale or to modify any of its contractual relationships then existing;
(f) furnish to each seller of such Restricted Shares the Sellers such number of copies of a summary prospectus prospectus, if any, or other prospectus, including a preliminary prospectus, and all amendments and supplements thereto, in conformity with the requirements of the Securities Act, and such other documents as such seller of Restricted Shares Sellers may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best commercially reasonable efforts to cause such Restricted 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 Carnivale to enable the seller or sellers thereof Sellers holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Sellers holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of any event as a result of which the prospectus included in such registration statementRegistration 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 light of the circumstances then existing and, at the request of such sellerthe Sellers, prepare and furnish to such seller Sellers 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 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 light of the circumstances then existing;
(i) subject to the execution of confidentiality agreements in form and substance satisfactory to Carnivale, make available upon reasonable notice and during normal business hours, for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or Sellers holding such Registrable Shares, any underwriter participating in any disposition pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such the Sellers or underwriter (collectively, the "“Inspectors"”), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Carnivale (collectively, the "“Records"”), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's Carnivale’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 statementRegistration Statement. Any of the Information which the Company Carnivale determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (ia) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the registration statementRegistration Statement, (iib) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iiic) such Information has been made generally available to the public. The seller public through no breach of Restricted Shares agrees the nondisclosure obligations of the Inspectors or their affiliates; the Sellers agree that it they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company Carnivale and allow the CompanyCarnivale, at the Company's Carnivale expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case event of an underwritten public offering, use its best 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) in the case of an underwritten offering, use its best 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 not be the CompanyCarnivale) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Sellers holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 and maintain the listing of such Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best commercially reasonable efforts to qualify such Restricted Shares Registrable Securities for inclusion on such a national securities exchange or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) otherwise use its best commercially reasonable efforts to comply with all applicable rules and regulations of the Commission SEC and make available to its securityholders, as soon as reasonably practicable, earnings statements (which need not be audited) in accordance with Rule 158 of the Securities Act covering a period of 12 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 ActRegistration Statement; and
(p) subject to all the other provisions of this Agreement, use its best commercially reasonable efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby.
(q) Each holder of the Registrable Shares, upon receipt of any notice from Carnivale of any event of the kind described in Section 3(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(h) hereof, and, if so directed by Carnivale, such holder shall deliver to Carnivale 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Carbylan Therapeutics, Inc.)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to each holder of Restricted Registrable Shares, to any counsel to any seller of Restricted Shares (the "Selling Holder") Stockholder and to one counsel selected by the -------------- holders of a majority of such Restricted Registrable Shares (the "Selling HoldersStockholders' --------------- 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) a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder Stockholder and the Selling HoldersStockholders' 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 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted 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 Restricted Registrable Shares to consummate the disposition in such jurisdictions of the Restricted 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 seller of such Restricted Registrable Shares such number of copies of 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 seller of Restricted Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) use its best efforts to cause such Restricted 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 Restricted Registrable Shares;
(h) notify on a timely basis each seller of such Restricted Registrable Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, prepare and furnish to such 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 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 light of the circumstances then existing;
(i) make available for inspection by any counsel to any Selling Holder Stockholder and the Selling HoldersStockholders' 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 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) 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;
(k) in the case of an underwritten offering, 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 Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD") or such national securities exchange or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall request;
(o) 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
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Young America Holdings Inc)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Shares, the Company shall, as expeditiously as practicable:
(a) with respect subject to a registration under Sections 5the provisions of Section 2, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Shares to become and remain effective for a period of 180 days or until all of such Restricted Shares have been disposed of (if earlier)or the such shares are no longer Restricted Shares;
(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 Holder") and to one counsel selected by the -------------- holders Preferred Holders, on behalf of a majority of such Restricted Shares the Preferred Holders (the "Selling Holders' --------------- Counsel"), and 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 the Holders' Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(c) subject to the provisions of Section 2, 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 period set forth above in Section 9(a(a) or until all of such Restricted Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Shares;
(d) 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 effectiveness of such registration statement or any post-effective amendment thereto, (iii) 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 (iiiiv) 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 commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;
(f) use commercially reasonable 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 the Holders 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 the Holders to consummate the disposition in such jurisdictions of the Restricted Shares owned by such sellerthe Holders; 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 so but for this paragraph (e)paragraph;
(fg) furnish to each seller the Holders at least one signed and such additional number of copies of such Restricted Shares registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of a summary prospectus or other the prospectus, including a preliminary prospectus, if any, in conformity with the requirements of the Securities Act, and such other documents as such seller of Restricted Shares the Holders may reasonably request in order to facilitate the public sale or other disposition of such Restricted Shares;
(g) use its best efforts to cause such Restricted 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 Restricted Shares;
(h) notify the Holders on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this SectionAct, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, and prepare and furnish to such seller the Holders a reasonable number of copies of a supplement to or an amendment of such registration statement or prospectus as may be necessary so that, as thereafter delivered to the 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 light of the circumstances then existingmisleading;
(i) 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;
(j) furnish to any Holder on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders;
(k) on the date that the registration statement with respect to such securities becomes effective, use commercially reasonable efforts to obtain a "comfort" letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders, and, if such securities are being sold through underwriters, a reaffirmation of such letter on the date that such Registrable Securities are delivered to the underwriters for sale;
(l) as soon as practicable after the effective date of the registration statement, and in any event within sixteen (16) months thereafter, have "made generally available to its security holders" (within the meaning of Rule 158 under the Securities Act) an earning statement (which need not be audited) covering a period of at least twelve (12) months beginning after the effective date of the registration statement and otherwise complying with Section 11(a) of the Securities Act;
(m) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration and provide the transfer agent with printed certificates for Registrable Shares in a form eligible for deposit with The Depositary Trust Company.
(n) make available for inspection by any counsel to any Selling Holder and a representative of the Selling Holders' Counsel or holders of a majority in number of the Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement Registration Statement, and any attorney, accountant one firm of attorneys or other agent accountants retained by any such each of the sellers and 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 responsibilityCompany, 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 representative, underwriter, attorney or accountant in connection with the registration, with respect to each at such registration statement. Any of the Information which time or times as the Company determines in good faith shall reasonably determine; subject to be confidential, reasonable restrictions and agreements to safeguard the confidentiality 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 confidentialconfidential information;
(jo) cooperate and assist in any filings required to be made with the NASD and in the case performance of an underwritten offering, use its best efforts any due diligence investigation by any underwriter (including any "qualified independent underwriter" that is required to obtain from its independent certified public accountants "comfort" letters be retained in customary form accordance with the rules and at customary times and covering matters regulations of the type customarily covered by comfort lettersNASD);
(k) in the case of an underwritten offering, use its best efforts to obtain from its counsel an opinion or opinions in customary form;
(lp) provide a transfer agent and registrar (which may be the same entity and which may not be the Company) for such Restricted Shares;
(mq) issue to any underwriter to which any seller of the Holders holding such 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;
(nr) list such Restricted Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best commercially reasonable efforts to qualify such Restricted Shares for inclusion on such national securities exchange or NASDAQ as the holders of a majority of such Restricted Shares shall request;
(o) otherwise use its best efforts to comply with all applicable rules and regulations automated quotation system of the Commission and make available to its securityholdersNational Association of Securities Dealers, as soon as reasonably practicable, earnings statements Inc. (which need not be auditedthe "NASD") covering a period of 12 months beginning within three months after or the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities ActOTC Bulletin Board; and
(ps) use its best commercially reasonable efforts to take all other steps necessary to effect the registration of such Restricted Shares contemplated herebyhereby in accordance with the provisions of Section 2 hereof. Each holder of the Restricted Shares, upon receipt of any notice from the Company of any event of the kind described in Section 4(h) hereof, shall forthwith discontinue disposition of the Restricted Shares pursuant to the registration statement covering such Restricted Shares until such Holder's receipt of the copies of the supplemented or amended registration statement or prospectus contemplated by Section 4(h) hereof, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Restricted Shares at the time of receipt of such notice. No Preferred Holder participating in such underwriting shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder.
Appears in 1 contract
Samples: Registration Rights Agreement (World Waste Technologies Inc)
Preparation and Filing. If If, and whenever whenever, the Company is under an obligation pursuant to the provisions of this Agreement agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, as expeditiously promptly as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or or, if earlier, until all of such Restricted those Registrable Shares shall have been disposed of (if earlier)of;
(b) furnish, at least five business days before filing a registration statement that registers such Restricted those Registrable Shares, a the prospectus relating thereto to be included in the registration statement or any amendments or supplements relating to such a the registration statement or prospectus, to each holder of Restricted Shares, to any counsel to any seller of Restricted Shares (the "Selling Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares (the "Selling Holders' --------------- Counsel"), Investor copies of all such documents proposed to be filed (it being ------- understood that such that five-business-day period need not apply to successive drafts of the same document proposed to be filed so filed, as long as such the successive drafts are supplied to such the Investor’s counsel in advance of the proposed filing by a period of time that is customary and reasonable under in the circumstances);
(c) prepare and file with the Commission such amendments and supplements to such the registration statement and the prospectus used in connection therewith as may be necessary to keep such the registration statement effective for at least the periods set forth in Section 9(a) 180 days or until all of such Restricted those Registrable Shares shall have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted those Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Counsel Investor promptly of (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such the registration statement or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof of the registration statement or prospectus or for additional information with respect theretoto it, (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 the registration statement or prospectus or any amendment or supplement thereto to it or the initiation or threatening of any proceeding for that purpose (and the Company shall use its best efforts to prevent the issuance of such a stop order or, if issued, to obtain its withdrawal), and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Restricted the 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 Restricted those Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted the Holders reasonably request, to keep those registrations or qualifications in effect for as long as the registration statement covering those Registrable Shares reasonably requests remains in effect, and do any and all other acts and things which that may be reasonably necessary or advisable to enable such seller of Restricted Shares the Holders to consummate the disposition in such those jurisdictions of the Restricted 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)Holders;
(f) furnish to each seller of such Restricted the Holders holding those Registrable Shares such number of copies of 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 seller of Restricted Shares those Holders may reasonably request request, in order to facilitate the public sale or other disposition of such Restricted those Registrable Shares;
(g) use its best efforts to cause such Restricted those 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 Holders to consummate the disposition of such Restricted those Registrable Shares;
(h) notify on a timely basis each seller of such Restricted Shares the Holders at any time when a prospectus relating to such Restricted those Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of any event as a result of which the prospectus included in such the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellera Holder, prepare and furnish to such seller that Holder a reasonable number of copies of a supplement to or an amendment of such that prospectus as may be necessary so that, as thereafter delivered to the offerees of such shares, such that prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
(i) make available upon reasonable notice and during normal business hours, 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 statement, and any attorney, accountant accountant, or other agent retained by any such the Holders 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 ’s officers, directors 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 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 jurisdiction, or (iii) such Information has been made generally available to the public. The seller of Restricted Shares agrees that it willHolders shall, 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 ’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case 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;
(k) in the case of an underwritten offering, use its best efforts to obtain from its counsel an opinion or opinions in customary form, naming the Holders holding such Registrable Shares as additional addressees or parties who may rely on such opinion or opinions;
(l) provide a transfer agent and registrar (which may be the same entity and which may not be the Company) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Holders holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ or, if then included, or if the shares of Common Stock is are not listed on a national securities exchange, use its best efforts to qualify such Restricted Registrable Shares for inclusion on such national securities exchange or NASDAQ as the holders automated quotation system of a majority the National Association of such Restricted Shares shall requestSecurities Dealers, Inc. (the “NASD”);
(o) 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 section 11(a) of the Securities Act; and
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated herebyby this agreement. Each Holder of Registrable Shares registered pursuant to this agreement shall provide to the Company, upon the request of the Company, such written information and materials as the Company may reasonably request to effect or maintain such registration. Each Holder, upon receipt of any notice from the Company of any event of the kind described in clause (h) above, shall forthwith discontinue the disposition of such Registrable Shares pursuant to the registration statement covering such Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by clause (h) above.
Appears in 1 contract
Samples: Registration Rights Agreement (Comcam International Inc)
Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier)of;
(b) furnish, at least five (5) business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of Registrable Shares requesting such Restricted Shares registration (the "Selling Holders' --------------- “Investors’ Counsel"”), copies of all such documents proposed to be filed (it being ------- understood that such five-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 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 the periods set forth in Section 9(a) or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' 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 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Company Investors reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Company Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Company 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 so 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 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 seller of such Restricted Shares the Company Investors such number of copies of 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 seller of Restricted Shares Company Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause such Restricted 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 Company Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Company Investors holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Company Investors, prepare and furnish to such seller Company 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 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 light of the circumstances then existing;
(i) make available upon reasonable notice and during normal business hours, for inspection by any counsel to any Selling Holder the Company Investors holding such Registrable Shares 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 the Company Investors 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 ’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 (ia) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the registration statement, (iib) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iiic) such Information has been made generally available to the public. The seller public through no breach of Restricted Shares agrees the nondisclosure obligations of the Inspectors or their affiliates; the Company Investors agree that it 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 ’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) 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 cold comfort letters;
(k) in the case of an underwritten offering, 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 Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Company Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted Registrable Shares for inclusion on FINRA’s automated quotation system, or such other national securities exchange or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) 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) in accordance with Rule 158 of the Securities Act covering a period of 12 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
(p) subject to all the other provisions of this Agreement, use its commercially reasonable best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby.
(q) Each holder of the Registrable Shares, upon receipt of any notice from the Company of any event of the kind described in Section 3.5(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.5(h) hereof, and, if so directed by the Company, such holder shall deliver to the 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.
Appears in 1 contract
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best commercially reasonable efforts to cause a registration statement Registration Statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days Business Days before filing a registration statement Registration Statement that registers such Restricted Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement Registration Statement or prospectus, to each holder of Restricted Shares, to any counsel to any seller of Restricted Shares (the "Selling Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling Holders' --------------- Counsel"), ) copies of all such documents proposed to be filed (it being ------- understood that such five-business-day Business Day period need not apply to amendments or successive drafts of the same document proposed to be filed so long as such amendments or successive drafts are supplied to such counsel 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 Registration Statement effective for at least the periods set forth in Section 9(a) an additional period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) promptly notify Counsel in writing any counsel to any Selling Holder and the Selling Holders' Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller the holders of Restricted the Registrable Shares reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares holders to consummate the disposition in such jurisdictions of the Restricted Shares owned by such sellerholders' Registrable Shares; provided, however, that the Company 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 so but for this paragraph (e);
(f) furnish to each seller the holders of such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares holders may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) without limiting subsection (e) above, use its best efforts to cause such Restricted Registrable Shares to be registered with or approved by such other governmental agencies or authorities of the United States as may be necessary by virtue of the business and operations of the Company Corporation to enable the seller or sellers thereof holders of such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the holders of such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statementRegistration 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 light of the circumstances then existing and, at the request of such sellerholders, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) make available upon reasonable notice and during normal business hours, 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 Registration Statement and any attorney, accountant or other agent retained by any such the underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 statementRegistration Statement. Any of the Information which the Company 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 seller of Restricted Shares agrees , and the Investors agree that it they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in if required by the case of an underwritten offeringunderwriters, use its best 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) in if required by the case of an underwritten offeringunderwriters, use its best 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 not be the CompanyCorporation) for such Restricted Registrable 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 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 NASDAQ as the holders of a majority of such Restricted Shares shall request;
(o) 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
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Shares contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Insight Capital Partners Iv Lp)
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling HoldersInvestors' --------------- 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 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 the periods set forth in Section 9(a) a period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling HoldersInvestors' Counsel promptly (i) of the receipt by the Company 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 Company 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 Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Investors reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investors; provided, however, that the Company 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 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 seller of the Investors holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(h) notify the Investors holding such Registrable Shares on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subparagraph (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Investors, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) 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 any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investors or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "Records"), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the CompanyCorporation'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 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 seller of Restricted Shares agrees ; the Investors agree that it they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the CompanyCorporation's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case 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;
(k) in the case of an underwritten offering, 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 CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Investors holding such Registrable Shares may sell shares in such offering offering, certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or on NASDAQ if then includedor, or if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Restricted 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 or NASDAQ as the holders of a majority of such Restricted Registrable Shares shall reasonably request;
(o) 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
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of the Registrable Shares, upon receipt of any notice from the Corporation of any event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement 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 holder's possession, of the prospectus covering such Registrable Shares at the time of receipt of such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Providence Service Corp)
Preparation and Filing. (a) If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted SharesRegistrable Shares other than in connection with an IPO, the Company shall, as expeditiously as practicable:
(ai) with respect to a registration under Sections 5, 6 and 7, use its reasonable best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period until the earlier of 180 (x) sixty (60) days or until following the date such registration statement became effective and (y) the date on which all of such Restricted Registrable Shares have been disposed of (if earlier)of;
(bii) furnish, at least five (5) business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Majority Demanding Holders (the "Selling Holders' --------------- “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 such counsel the Shareholders’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);
(ciii) 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 period required under Section 9(a) or until all of such Restricted Shares have been disposed of (if earlier8(a)(i) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;; ATHENE HOLDING LTD. – REGISTRATION RIGHTS AGREEMENT
(div) notify the Shareholders’ Counsel (and with respect to clauses (B) or (C) below, the holders of Registrable Shares included in such registration) in writing any counsel to any Selling Holder and the Selling Holders' Counsel promptly (iA) 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, (iiB) 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 (iiiC) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Restricted Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;
(ev) use its reasonable best efforts to register or qualify such Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted Shares the Majority Demanding Holders reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Shareholders to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerincluded 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 so to do so but for this paragraph clause (ev);
(fvi) furnish to each seller the holders of such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares holders may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(gvii) without limiting subsection (v) above, use its best efforts to cause such Restricted 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 holders of such Registrable Shares to consummate the disposition of such Restricted Registrable Shares;
(hviii) notify the holders of Registrable Shares included in a registration on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of or any event as a result of which the prospectus included in such registration statement, 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 light of the circumstances then existing and, at the request of such sellerthe Majority Demanding Holders, prepare and furnish to the holders of Registrable Shares included in such seller 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 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 light of the circumstances then existing;; ATHENE HOLDING LTD. – REGISTRATION RIGHTS AGREEMENT
(iix) make available upon reasonable notice and during normal business hours, for inspection by any counsel to any Selling Holder and the Selling Majority Demanding 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 the Majority Demanding Holders 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 ’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 (iA) the disclosure of such Information is necessary to avoid or correct a material misstatement or omission in the registration statement, (iiB) 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 or jurisdiction, (iiiC) 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 public through no breach of the Information deemed confidentialnondisclosure obligations of the Inspectors or their Affiliates or (D) such disclosure is required to be made under applicable law;
(jx) in use its reasonable best efforts to prevent the case issuance of an underwritten offeringorder suspending the effectiveness of a registration statement, and if one is issued, use its best efforts to obtain the 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 "“cold comfort" ” letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;
(kxii) in the case of an underwritten offering, use its reasonable best efforts to obtain from its counsel an opinion or opinions in customary formform (which shall also be addressed to the holders selling Registrable Shares);
(lxiii) 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 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 a transfer agent and registrar (which may be the same entity and which may not be the Company) for such Restricted Registrable Shares;
(mxvi) promptly issue to any underwriter to which any seller the holders of Restricted Registrable Shares may sell shares in such offering certificates evidencing such Restricted Registrable Shares; provided, however, that the Company shall have the right to approve any such -------- ------- underwriter with such approval not to be unreasonably withheld;
(nxvii) in connection with an underwritten offering, participate, to the extent reasonably requested by the managing underwriter for 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 “road shows’ as is customary; ATHENE HOLDING LTD. – REGISTRATION RIGHTS AGREEMENT
(xviii) use its reasonable best efforts to list such Restricted Registrable Shares on any national securities exchange on which any shares of the Common Stock Shares are listed or on NASDAQ if then included, or if the 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 NASDAQ as the holders of a majority of such Restricted Shares shall requestlisted;
(oxix) cooperate with each holder and each underwriter, if any, participating in the disposition of such Registrable Shares and their respective counsel in connection with any filings required to be made with FINRA;
(xx) otherwise use its reasonable 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 with the first day of the Company’s first full calendar quarter after the effective date of the subject registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(pxxi) otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby.
(b) Each holder of the Registrable Shares, upon receipt of any notice from the Company of any event of the kind described in Section 8(a)(viii) hereof, shall forthwith discontinue disposition of the Registrable Shares pursuant to the registration statement covering such Registrable Shares until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 8(a)(viii) hereof, and, if so directed by the Company, such holder shall deliver to the 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, underwriter, broker or any other Person acting on behalf of the Company to use any Free Writing Prospectus in connection with the registration statement covering Registrable Shares, without the prior written consent of the Majority Demanding Holders which consent shall not be unreasonably withheld or delayed. Any consent to the use of a Free Writing Prospectus included in an underwriting agreement to which the Majority Demanding Holders are parties shall be deemed to satisfy the requirement of such consent.
Appears in 1 contract
Preparation and Filing. If and whenever the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best commercially reasonable efforts to cause a registration statement Registration Statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days Business Days before filing a registration statement Registration Statement that registers such Restricted Registrable Shares, a prospectus relating thereto or any amendments or supplements relating to such a registration statement Registration Statement or prospectus, to each holder of Restricted Shares, to any counsel to any seller of Restricted Shares (the "Selling Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Investors (the "Selling Holders' --------------- Counsel"), ) copies of all such documents proposed to be filed (it being ------- understood that such five-business-day Business Day period need not apply to amendments or successive drafts of the same document proposed to be filed so long as such amendments or successive drafts are supplied to such counsel 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 Registration Statement effective for at least the periods set forth in Section 9(a) an additional period of 90 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) promptly notify Counsel in writing any counsel to any Selling Holder and the Selling Holders' Counsel promptly (i) of the receipt by the Company 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 Company 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 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 seller of such Restricted Shares such number of copies of 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 seller of Restricted Shares may reasonably request in order to facilitate the public sale or other disposition of such Restricted Shares;
(g) use its best efforts to cause such Restricted 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 Restricted Shares;
(h) notify on a timely basis each seller of such Restricted Shares at any time when a prospectus relating to such Restricted Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (a) of this Section, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, prepare and furnish to such 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 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 light of the circumstances then existing;
(i) 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 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) 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;
(k) in the case of an underwritten offering, 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 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 NASDAQ as the holders of a majority of such Restricted Shares shall request;
(o) 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
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Shares contemplated hereby.the
Appears in 1 contract
Samples: Registration Rights Agreement (Exchange Applications Inc)
Preparation and Filing. If If, and whenever whenever, the Company Corporation is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Restricted Registrable Shares, the Company Corporation shall, as expeditiously as practicable:
(a) with respect to a registration under Sections 5, 6 and 7, use its best efforts to cause a registration statement that registers such Restricted Registrable Shares to become and remain effective for a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a registration statement that registers such Restricted Registrable 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 Holder") and to one counsel selected by the -------------- holders of a majority of such Restricted Shares Majority Investors (the "Selling Holders' --------------- “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 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 the periods set forth in Section 9(a) a period of 180 days or until all of such Restricted Registrable Shares have been disposed of (if earlier) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Restricted Registrable Shares;
(d) notify in writing any counsel to any Selling Holder and the Selling Holders' Investors’ Counsel promptly of (i) of the receipt by the Company 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 Company 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 the Corporation shall use its best efforts to prevent the issuance thereof or, if issued, to obtain its withdrawal) and (iii) of the receipt by the Company Corporation of any notification with respect to the suspension of the qualification of such Restricted 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 Restricted Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Restricted the Investors reasonably request, to keep such registrations or qualifications in effect for so long as the registration statement covering such Registrable Shares reasonably requests remains in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Restricted Shares the Investors to consummate the disposition in such jurisdictions of the Restricted Registrable Shares owned by such sellerthe Investors; provided, however, that the Company will -------- ------- Corporation shall not be required to (i) qualify generally to do businessbusiness as a foreign Corporation in any jurisdiction in which it would not otherwise be required to do so but for the requirements of this clause (e), (ii) subject itself to general taxation in any such jurisdiction or (iii) consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this paragraph (e)such jurisdiction;
(f) furnish to each seller of the Investors holding such Restricted Registrable Shares such number of copies of 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 seller of Restricted Shares Investors may reasonably request in order to facilitate the public sale or other disposition of such Restricted Registrable Shares;
(g) use its best efforts to cause such Restricted 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 Corporation to enable the seller or sellers thereof Investors holding such Registrable Shares to consummate the disposition of such Restricted Registrable Shares, provided, however, that the Corporation shall not be required to (i) qualify to do business as a foreign Corporation in any jurisdiction in which it would not otherwise be required to do so but for the requirements of this clause (g), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;
(h) notify on a timely basis each seller of the Investors holding such Restricted Registrable Shares at any time when a prospectus relating to such Restricted Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph subsection (a) of this SectionSection 6, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such sellerthe Investors, prepare and furnish to such seller 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 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 light of the circumstances then existing;
(i) make available upon reasonable notice and during normal business hours, for inspection by any counsel to any Selling Holder and the Selling Holders' Counsel or 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 any such the Investors or underwriter (collectively, the "“Inspectors"”), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company Corporation (collectively, the "“Records"”), as shall ------- be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's 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 Company Corporation determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors 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 jurisdiction, or (iii) such Information has been made generally available to the public. The seller of Restricted Shares agrees Investors agree that it they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company Corporation and allow the CompanyCorporation, at the Company's Corporation’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;
(j) in the case 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;
(k) in the case of an underwritten offering, use its best efforts to obtain from its counsel an opinion or opinions in customary form, naming the Investors holding such Registrable Shares as additional addressees or parties who may rely thereon;
(l) provide a transfer agent and registrar (which may be the same entity and which may not be the CompanyCorporation) for such Restricted Registrable Shares;
(m) issue to any underwriter to which any seller of Restricted the Investors holding such Registrable Shares may sell shares in such offering certificates evidencing such Restricted 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 Restricted Registrable Shares on any national securities exchange or automated quotation system of the National Association of Securities Dealers, Inc. (the “NASD”) on which any shares of the Common Stock are listed or on NASDAQ if then included, or if the 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 NASDAQ as the holders of a majority of such Restricted Shares shall requestlisted;
(o) 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
(p) use its best efforts to take all other steps necessary to effect the registration of such Restricted Registrable Shares contemplated hereby. Each holder of Registrable Shares which are being or have been registered pursuant to this Agreement shall provide to the Corporation, upon the request of the Corporation, such written information and materials as the Corporation may reasonably request in order to effect or maintain such registration. Each holder of Registrable Shares, upon receipt of any notice from the Corporation of any event of the kind described in Section 6(h), shall forthwith discontinue the disposition of such Registrable Shares pursuant to the registration statement covering such Registrable Shares 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 Corporation, such holder shall deliver to the 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.
Appears in 1 contract
