Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement pursuant to Section 8.1 hereof, and in supplementation and not in limitation of the provisions hereof, the Company shall: (a) Notify the Selling Investors as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective date of said Registration Statement; (b) Notify the Selling Investors, promptly after the Company shall receive notice thereof, of the time when said Registration Statement became effective or when any amendment or supplement to any prospectus forming a part of said Registration Statement has been filed; (c) Notify the Selling Investors promptly of any request by the Commission for the amending or supplementing of such Registration Statement or prospectus or for additional information; (d) Prepare and promptly file with the Commission and promptly notify the Selling Investors of the filing of any amendments or supplements to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, any event with respect to the Company shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; and, in addition, prepare and file with the Commission, promptly upon the Selling Investors' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the Registrable Securities; (e) Prepare, promptly upon request of the Selling Investors or any underwriters for the Selling Investors, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act; (f) Advise the Selling Investors promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued; (g) Use its best efforts to qualify, as soon as reasonably practicable, the Registrable Securities for sale under the securities or blue- sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Investors; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions; (h) Furnish the Selling Investors, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as the Selling Investors may, from time to time, reasonably request; and (i) If requested by the Selling Investors, enter into an agreement with the underwriters of the Registrable Securities being registered containing customary provisions and reflecting the foregoing.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Tsi International Software LTD), Preferred Stock Purchase Agreement (Tsi International Software LTD)
Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement pursuant to Section 8.1 hereof, and in supplementation and not in limitation of the provisions hereof, Whenever the Company shallis required under Section 2 to register Registrable Securities, it agrees to do the following:
(a) Notify use its reasonable best efforts to keep such Registration Statement continuously effective until the Selling Investors Investor may first sell any of the Registrable Securities under Rule 144 (i.e., one year from the Closing Date, as defined in the Purchase Agreement) in order to complete the filing proposed distribution; upon the occurrence of any event that would cause the Registration Statement and of all amendments or supplements thereto filed prior the prospectus contained therein to the effective date of said contain a material misstatement or omission, file promptly an appropriate amendment to such Registration StatementStatement correcting any such misstatement or omission;
(b) Notify prepare and file with the Selling InvestorsCommission a Registration Statement with respect to such Registrable Securities and prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the period set forth in Section 4(a); cause the prospectus to be supplemented by any required prospectus supplement, promptly after and as so supplemented to be filed pursuant to Rule 424 under the Company shall receive notice thereofSecurities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the time when said Securities Act with respect to the disposition of all securities covered by such Registration Statement became effective during the applicable period in accordance with the intended method or when any amendment methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to any prospectus forming a part of said Registration Statement has been filedthe prospectus;
(c) Notify advise the Selling Investors underwriter(s), if any, and selling Investor promptly and, if requested by such Persons, to confirm such advice in writing, (i) when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective, (ii) of any request by the Commission for amendments to the amending Registration Statement or supplementing amendments or supplements to the prospectus or for additional information relating thereto, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or blue sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;
(d) furnish to the selling Investor and each of the underwriter(s), if any, before filing with the Commission, copies of the Registration Statement or any prospectus included therein or any amendments or supplements to any such Registration Statement or prospectus (including, if requested, all documents incorporated by reference after the initial filing of such Registration Statement), and the Company will consult with the selling Investor of Registrable Securities covered by such Registration Statement or the underwriter(s), if any, prior to the filing of such Registration Statement or prospectus or for additional informationprospectus;
(de) Prepare and promptly file with if requested by the Commission and promptly notify selling Investor or the Selling Investors of underwriter(s), if any, incorporate in the filing of any amendments or supplements to such Registration Statement or prospectus prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the selling Investor and underwriter(s), if any, may be necessary reasonably request to correct any statements or omissions ifhave included therein, at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, any event with respect to the number of Registrable Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after the Company shall have occurred is notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(f) furnish to the selling Investor and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as a result first filed with the Commission, and of which each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);
(g) deliver to the selling Investor and each of the underwriter(s), if any, without charge, as many copies of the prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby consents to the use of the prospectus and any amendment or supplement thereto by the selling Investor and each of the underwriter(s), if any, in connection with the offering and the sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;
(h) prior to any public offering of Registrable Securities, the Company shall use its reasonable best efforts to register or qualify the Registrable Securities under the securities or blue sky laws of such jurisdictions as the selling Investor or underwriter(s), if any, may reasonably request and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;
(i) cooperate with the selling Investor and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request prior to any sale of Registrable Securities made by such underwriter(s);
(j) if any fact or event contemplated by clause (c)(iv) above shall exist or have occurred, promptly prepare a supplement or post-effective amendment to the Registration Statement or related prospectus or any document incorporated therein by reference or file any other required document so that, as then in effect would include thereafter delivered to the purchasers of Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; and;
(k) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (“NASD”) and in addition, prepare the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and file regulations of the NASD;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, promptly upon and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the Selling Investors' written requestrequirements of the Securities Act and Rule 158 thereunder (which need not be audited) for the twelve-month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (ii) if not sold to underwriters in such an offering, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection beginning with the distribution first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement;
(m) enter into such customary agreements (including an underwriting agreement in form acceptable to the Company) with any underwriter in order to expedite or facilitate the disposition of such Registrable Securities;
(en) Preparemake available for inspection by any Holder included in such Registration Statement, promptly upon request of the Selling Investors or any underwriters for the Selling Investors, such amendment or amendments underwriter participating in any disposition pursuant to such Registration Statement Statement, and any attorney, accountant or other agent retained by any such prospectus seller or prospectuses underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as may shall be reasonably necessary to permit compliance enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with the requirements of Section 10(a)(3) of the Securities Act;
(f) Advise the Selling Investors promptly after such Registration Statement; provided that records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall receive notice or obtain knowledge of the issuance of any stop order not be disclosed by the Commission suspending Inspectors unless (i) the effectiveness disclosure of any such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement or amendment thereto or of (ii) the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its best efforts to qualify, as soon as reasonably practicable, the Registrable Securities for sale under the securities or blue- sky laws release of such states and jurisdictions within the United States as shall be reasonably requested by the Selling InvestorsRecords is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; provided, further, each Holder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company shall not be required in connection therewith or as a condition thereto to qualify to do businessand allow the Company, at its expense, to become subject undertake appropriate action and to taxation or to file a consent to service of process generally in any prevent disclosure of the aforesaid states or jurisdictions;
(h) Furnish the Selling Investors, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as the Selling Investors may, from time to time, reasonably request; and
(i) If requested by the Selling Investors, enter into an agreement with the underwriters of the Registrable Securities being registered containing customary provisions and reflecting the foregoingRecords deemed confidential.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Emerge Interactive Inc), Registration Rights Agreement (Emerge Interactive Inc)
Procedure for Registration. In connection with If, at any time, the filing Company proposes to -------------------------- register any of its Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), whether as a result of a -------------------------- Registration Statement primary or secondary offering of Common Stock or pursuant to Section 8.1 hereof, and in supplementation and not in limitation registration rights granted to holders of other securities of the provisions hereofCompany, the Company shall, each such time, give to the Stockholders written notice of its intent to do so. Upon the written request of any Stockholder (the "Selling Stockholder") given within 30 days after the giving of any such notice by the Company, the Company shall cause to be included in such registration the Shares of such Selling Stockholder, to the extent requested to be registered; provided that such Selling Stockholder agrees to sell those of -------- its Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register. The Company shall, as expeditiously as reasonably possible:
(a) Notify Prepare (and afford counsel to the Selling Investors as Stockholder(s) reasonable opportunity to review and comment) and file with the filing of Securities and Exchange Commission ("SEC") a registration statement with respect to such Shares and use commercially reasonable efforts to cause such registration statement to become and remain effective; provided, however -------- ------- that, the Registration Statement and of all amendments or supplements thereto filed prior Company shall in no event be obligated to the cause any such registration to remain effective date of said Registration Statementfor more than 90 days;
(b) Notify Prepare (and afford counsel to the Selling Investors, promptly after Stockholder(s) reasonable opportunity to review and comment thereon) and file with the Company shall receive notice thereof, SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the time when said Registration Statement became effective or when any amendment or supplement Securities Act with respect to any prospectus forming a part the disposition of said Registration Statement has been filedall Shares covered by such registration statement;
(c) Notify Furnish to the Selling Investors promptly Stockholder(s) such number of any request copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents (including, without limitation, prospectus amendments and supplements as are prepared by the Commission for Company in accordance with Section 3(d) below) as the amending or supplementing Selling Stockholder(s) may reasonably request in order to facilitate the disposition of such Registration Statement or prospectus or for additional informationShares;
(d) Prepare and promptly file with the Commission and promptly notify Notify the Selling Investors of the filing of any amendments or supplements to such Registration Statement or prospectus as may be necessary to correct any statements or omissions ifStockholder(s), at any time when a prospectus relating to the Registrable Securities such registration statement is required to be delivered under the Securities Act, of the happening of any event with respect to the Company shall have occurred as a result of which the prospectus included in or relating to such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; and, thereafter, the Company will promptly prepare (and, when completed, give notice to each Selling Stockholder) a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such Shares, such prospectus as then in effect would include will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; andprovided that -------- upon such notification by the Company, in addition, prepare and file with the Commission, promptly upon the Selling Investors' written request, any amendments Stockholder(s) will not offer or supplements sell Shares until the Company has notified the Selling Stockholder(s) that it has prepared a supplement or amendment to such Registration Statement prospectus and delivered copies of such supplement or amendment to the Selling Stockholder(s) (it being understood and agreed by the Company that the foregoing proviso shall in no way diminish or otherwise impair the Company's obligation to promptly prepare a prospectus which may be reasonably necessary amendment or advisable supplement as above provided in connection with the distribution this subsection (d) and deliver copies of the Registrable Securities;same as above provided in subsection (c) hereof); and
(e) Prepare, promptly upon request of the Selling Investors or any underwriters for the Selling Investors, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(f) Advise the Selling Investors promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its best Use commercially reasonable efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if register and qualify such stop order should be issued;
(g) Use its best efforts to qualify, as soon as reasonably practicable, the Registrable Securities for sale Shares under the such other securities or blue- sky Blue Sky laws of such states and jurisdictions within the United States as shall be reasonably requested by appropriate in the Selling Investors; provided, that opinion of the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of and the aforesaid states or jurisdictions;
(h) Furnish the Selling Investors, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as the Selling Investors may, from time to time, reasonably request; and
(i) If requested by the Selling Investors, enter into an agreement with the underwriters of the Registrable Securities being registered containing customary provisions and reflecting the foregoingmanaging underwriters.
Appears in 1 contract
Samples: Stockholders Agreement (Ashton Technology Group Inc)
Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement pursuant to Section 8.1 hereof, and in supplementation and not in limitation of the provisions hereof, Whenever the Company shallis required under Section 2 to register Registrable Securities, it agrees to do the following:
(a) Notify use its reasonable best efforts to keep such registration statement continuously effective until the Selling Investors as to the filing may first sell any of the Registration Statement and Registrable Securities under Rule 144 (i.e., one year from the Closing Date, as defined in the Investment Agreement) in order to complete the proposed distribution; upon the occurrence of all amendments any event that would cause the registration statement or supplements thereto filed prior the prospectus contained therein to the effective date of said Registration Statementcontain a material misstatement or omission, file promptly an appropriate amendment to such registration statement correcting any such misstatement or omission;
(b) Notify prepare and file with the Selling InvestorsCommission a registration statement with respect to such Registrable Securities and prepare and file with the Commission such amendments and post-effective amendments to the registration statement as may be necessary to keep the registration statement effective for the period set forth in Section 4(a); cause the prospectus to be supplemented by any required prospectus supplement, promptly after and as so supplemented to be filed pursuant to Rule 424 under the Company shall receive notice thereofSecurities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the time when said Registration Statement became effective Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or when any amendment methods of distribution by the sellers thereof set forth in such registration statement or supplement to any prospectus forming a part of said Registration Statement has been filedthe prospectus;
(c) Notify advise the Selling underwriter(s), if any, and selling Investors promptly and, if requested by such Persons, to confirm such advice in writing, (i) when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective, (ii) of any request by the Commission for amendments to the amending registration statement or supplementing of such Registration Statement amendments or supplements to the prospectus or for additional information;
information relating thereto, (d) Prepare and promptly file with the Commission and promptly notify the Selling Investors of the filing of any amendments or supplements to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, any event with respect to the Company shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; and, in addition, prepare and file with the Commission, promptly upon the Selling Investors' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the Registrable Securities;
(e) Prepare, promptly upon request of the Selling Investors or any underwriters for the Selling Investors, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3iii) of the Securities Act;
(f) Advise issuance by the Selling Investors promptly after the Company shall receive notice or obtain knowledge of the issuance Commission of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto the registration statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its best efforts to qualify, as soon as reasonably practicable, the Registrable Securities for sale under the securities or blue- sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Investors; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
preceding purposes, (hiv) Furnish of the Selling Investors, as soon as available, copies existence of any Registration Statement and each preliminary fact or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as the Selling Investors may, from time to time, reasonably request; and
(i) If requested by the Selling Investors, enter into an agreement with the underwriters happening of the Registrable Securities being registered containing customary provisions and reflecting the foregoing.any event that
Appears in 1 contract
Samples: Registration Rights Agreement (Emerge Interactive Inc)
Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement pursuant to Section 8.1 2.1 or 2.3 hereof, and in supplementation and not in limitation of the provisions hereof, the Company shall:
(a) Notify the Selling Investors as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective date of said such Registration Statement;
(b) Notify the Selling Investors, promptly after the Company shall receive notice thereof, of the time when said such Registration Statement became effective or when any amendment or supplement to any prospectus forming a part of said such Registration Statement has been filed;
(c) Notify the Selling Investors promptly of any request by the Commission for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(d) Prepare and promptly file with the Commission Commission, and promptly notify the Selling Investors of the filing occurrence of any event requiring the preparation of, any amendments or supplements to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, any event with respect to the Company shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; and, in addition, prepare and file with the Commission, promptly upon the Selling Investors' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the Registrable Securities;; in the event the Company shall be obligated to give such notice and does not continuously maintain the effectiveness of the Registration Statement, the Company shall extend the period during which such Registration Statement shall be maintained effective as provided in Section 2.1(a) hereof by the number of days from and including the date of the occurrence giving rise to the obligation to give such notice of supplemented or amended prospectus.
(e) Prepare, promptly upon request of the Selling Investors or any underwriters for the Selling Investors, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(f) Advise the Selling Investors promptly immediately after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its best efforts to register or qualify, as soon as reasonably practicablecontemporaneously with federal registration, the Registrable Securities for sale under the securities or blue- blue-sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Investors; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictionsjurisdictions unless the Company is already subject to such service in such jurisdiction and except as may be required by the Securities Act;
(h) make available for inspection by any Selling Investor and any underwriter participating in any disposition pursuant to such Registration Statement, counsel for the Selling Investors and any attorney, accountant or other agent retained by any such Selling Investor or underwriter (collectively, the "Inspectors") all 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, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement, provided, however, that Records the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement, or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, provided that any Selling Investor and any Inspector agrees that it shall, upon learning that disclosure of such Records 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 Records deemed confidential;
(i) keep each Selling Investor advised in writing as to the initiation and progress of any registration hereunder;
(j) furnish, at the request of any Selling Investors on the date that such Registrable Securities are delivered to the underwriters for the sale pursuant to such registration or, if such Registrable Securities are not being sold through underwriters, on the date that the Registration Statement with respect to such Registrable Securities becomes effective, (i) an opinion, dated such date, of the independent counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Selling Investors making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the Selling Investors requesting such opinion may reasonably request; provided such matters are of a nature that legal counsel are normally required to opine upon in connection with such a registration or offering, and (ii) a letter dated such date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Selling Investors making such request, stating that they are independent certified public accountants within the meaning of the Securities Act and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the Registration Statement or prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act. Such letter from the independent certified public accountants shall additionally cover such other financial matters with respect to the registration in respect of which such letter is being given as the Selling Investors requesting such letter may reasonably request; provided such matters are of a nature that accountants are normally required to opine upon in connection with such registration or which shall be necessary to effectuate such registration or offering.
(k) Furnish the Selling Investors, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant heretohereto and such other documents as such Selling Investor may reasonably request in order to facilitate the disposition of the Registrable Securities, all in such quantities as the Selling Investors may, from time to time, reasonably request; and
(il) If requested by the Selling Investors, enter into and perform agreements (including an agreement with the underwriters of the Registrable Securities being registered underwriting agreement) containing customary provisions and reflecting the foregoingforegoing and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Esquire Communications LTD)
Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement pursuant to Section 8.1 10.1 hereof, and in supplementation and not in limitation of the provisions hereof, the Company shall:
(a) Notify the Selling Investors Purchaser as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective date of said such Registration Statement;
(b) Notify the Selling Investors, Purchaser promptly after the Company shall receive notice thereof, of the time when said Registration Statement became effective or when any amendment or supplement to any prospectus forming a part of said such Registration Statement has been filed;
(c) Notify the Selling Investors Purchaser promptly of any request by the Commission for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(d) Prepare and promptly file with the Commission and promptly notify the Selling Investors Purchaser of the filing of any amendments or supplements to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, any event with respect to the Company shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; and, in addition, prepare and file with the Commission, promptly upon the Selling Investors' Purchaser's written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the Registrable Securities;
(e) Prepare, promptly upon request of the Selling Investors Purchaser or any underwriters for the Selling InvestorsPurchaser, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities ActAct until the completion of the distribution of the Registrable Securities, but not to exceed 180 days;
(f) Advise the Selling Investors Purchaser promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its best efforts to qualify, as soon as reasonably practicable, the Registrable Securities for sale under the securities or blue- blue-sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling InvestorsPurchaser; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(h) Furnish the Selling InvestorsPurchaser, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as the Selling Investors Purchaser may, from time to time, reasonably request; and
(i) If requested by the Selling InvestorsPurchaser, enter into an agreement with the underwriters of the Registrable Securities being registered containing customary provisions and reflecting the foregoing.
Appears in 1 contract
Samples: Common Stock Subscription and Purchase Agreement (Security Associates International Inc)
Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement any request that any Registrable Securities be registered pursuant to Section 8.1 hereof, and in supplementation and not in limitation of the provisions hereofthis Agreement, the Company shallwill use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will use its best efforts to as expeditiously as possible:
(a) Notify prepare and file with the Selling Investors as Commission a registration statement on the appropriate form with respect to the such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing of the Registration Statement and of all a registration statement or prospectus or any amendments or supplements thereto filed prior thereto, the Company will furnish to the effective date counsel, if any, selected by the Holders of said a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed) (provided, however, that in connection with a Demand Registration, the Company shall be deemed to have met its obligations under this paragraph (a) so long as it files a registration statement within six (6) months of a Registration StatementRequest);
(b) Notify prepare and file with the Selling Investors, promptly after Commission such amendments and supplements to such registration statement and the Company shall receive notice thereof, prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than six (6) months or such shorter period which will terminate when Registrable Securities covered by such registration statement have been sold (but not before the expiration of the time when said Registration Statement became effective or when any amendment or supplement applicable prospectus delivery period) and comply with the provisions of the Securities Act with respect to any prospectus forming a part the disposition of said Registration Statement has been filedall securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) Notify the Selling Investors promptly furnish to each seller of any request by the Commission for the amending or supplementing Registrable Securities such number of copies of such Registration Statement or registration statement, each amendment and supplement thereto, the prospectus or for additional informationincluded in such registration statement (including, without limitation, each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) Prepare use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as any seller reasonably requests and promptly file with do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the Commission and promptly notify the Selling Investors disposition in such jurisdictions of the filing Registrable Securities owned by such seller (provided that the Company will not be required to qualify generally to do business or subject itself to any general service of process in any amendments or supplements to jurisdiction where it is otherwise not then so subject);
(e) notify each seller of such Registration Statement or prospectus as may be necessary to correct any statements or omissions ifRegistrable Securities, at any time when a prospectus relating to the Registrable Securities thereto is required to be delivered under the Securities Act, of the happening of any event with respect to of which the Company shall have occurred as a result becomes aware which requires the making of which any change in the prospectus included in such prospectus or any other prospectus as then in effect would include registration statement so that such document will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; , and, in additionat the request of any such seller, the Company will prepare and file with the Commission, promptly upon the Selling Investors' written request, any amendments a supplement or supplements amendment to such Registration Statement prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or prospectus omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(f) use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or exchanges, automated quotation system or over-the-counter market upon which may be reasonably necessary or advisable in connection with the distribution securities of the Company of the same class are then listed;
(g) enter into such customary agreements (including, without limitation, underwriting agreements in customary form, substance, and scope) and take all such other actions as the Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(eh) Prepare, promptly upon request of the Selling Investors or any underwriters for the Selling Investors, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(f) Advise the Selling Investors promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly otherwise use its best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its best efforts to qualify, as soon as reasonably practicable, the Registrable Securities for sale under the securities or blue- sky laws of such states comply with all applicable rules and jurisdictions within the United States as shall be reasonably requested by the Selling Investors; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any regulations of the aforesaid states or jurisdictions;
(h) Furnish the Selling Investors, as soon as available, copies of any Registration Statement Commission and each preliminary or final prospectus, or supplement or amendment required make generally available to be prepared pursuant hereto, all in such quantities as the Selling Investors may, from time to time, reasonably request; and
(i) If requested by the Selling Investors, enter into its security holders an agreement with the underwriters of the Registrable Securities being registered containing customary provisions and reflecting the foregoing.earnings statement no
Appears in 1 contract
Samples: Stock Purchase Agreement (Chaney R & Partners 1993 Lp)
Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement any request that any Registrable Securities be registered pursuant to Section 8.1 hereof, and in supplementation and not in limitation of the provisions hereofthis Agreement, the Company shallwill use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will use its best efforts to as expeditiously as possible:
(a) Notify prepare and file with the Selling Investors as Commission a registration statement on the appropriate form with respect to the such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing of the Registration Statement and of all a registration statement or prospectus or any amendments or supplements thereto filed prior thereto, the Company will furnish to the effective date counsel, if any, selected by the Holders of said a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed) (provided, however, that in connection with a Demand Registration, the Company shall be deemed to have met its obligations under this paragraph (a) so long as it files a registration statement within six (6) months of a Registration StatementRequest);
(b) Notify prepare and file with the Selling Investors, promptly after Commission such amendments and supplements to such registration statement and the Company shall receive notice thereof, prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than six (6) months or such shorter period which will terminate when Registrable Securities covered by such registration statement have been sold (but not before the expiration of the time when said Registration Statement became effective or when any amendment or supplement applicable prospectus delivery period) and comply with the provisions of the Securities Act with respect to any prospectus forming a part the disposition of said Registration Statement has been filedall securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) Notify the Selling Investors promptly furnish to each seller of any request by the Commission for the amending or supplementing Registrable Securities such number of copies of such Registration Statement or registration statement, each amendment and supplement thereto, the prospectus or for additional informationincluded in such registration statement (including, without limitation, each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) Prepare use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as any seller reasonably requests and promptly file with do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the Commission and promptly notify the Selling Investors disposition in such jurisdictions of the filing Registrable Securities owned by such seller (provided that the Company will not be required to qualify generally to do business or subject itself to any general service of process in any amendments or supplements to jurisdiction where it is otherwise not then so subject);
(e) notify each seller of such Registration Statement or prospectus as may be necessary to correct any statements or omissions ifRegistrable Securities, at any time when a prospectus relating to the Registrable Securities thereto is required to be delivered under the Securities Act, of the happening of any event with respect to of which the Company shall have occurred as a result becomes aware which requires the making of which any change in the prospectus included in such prospectus or any other prospectus as then in effect would include registration statement so that such document will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; , and, in additionat the request of any such seller, the Company will prepare and file with the Commission, promptly upon the Selling Investors' written request, any amendments a supplement or supplements amendment to such Registration Statement prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or prospectus omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(f) use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or exchanges, automated quotation system or over-the-counter market upon which may be reasonably necessary or advisable in connection with the distribution securities of the Company of the same class are then listed;
(g) enter into such customary agreements (including, without limitation, underwriting agreements in customary form, substance, and scope) and take all such other actions as the Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(eh) Prepare, promptly upon request otherwise use its best efforts to comply with all applicable rules and regulations of the Selling Investors or any underwriters for Commission and make generally available to its security holders an earnings statement no later than ninety (90) days after the Selling Investors, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance end of the 12-month period beginning with the requirements first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 10(a)(311(a) of the Securities ActAct and Rule 158 thereunder;
(fi) Advise in the Selling Investors promptly after the Company shall receive notice or obtain knowledge event of the issuance of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto a registration statement, or of any order suspending or preventing the initiation or threatening use of any proceeding related prospectus or suspending the disqualification of any common stock included in such registration statement for that purposesale in any jurisdiction, and the Company will use its best efforts promptly to obtain the withdrawal of such order; and
(j) use its best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if cause such stop order should be issued;
(g) Use its best efforts to qualify, as soon as reasonably practicable, the Registrable Securities for sale under covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the securities or blue- sky laws sellers thereof to consummate the disposition of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Investors; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(h) Furnish the Selling Investors, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as the Selling Investors may, from time to time, reasonably request; and
(i) If requested by the Selling Investors, enter into an agreement with the underwriters of the Registrable Securities being registered containing customary provisions and reflecting the foregoingSecurities.
Appears in 1 contract
Samples: Stock Purchase Agreement (North American Technologies Group Inc /Mi/)
Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement pursuant to Section 8.1 14.1 hereof, and in supplementation and not in limitation of the provisions hereof, the Company Purchaser shall:
(ai) Notify the Selling Investors Stockholders as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective date of said Registration Statement;
(bii) Notify the Selling InvestorsStockholders, promptly after the Company Purchaser shall receive notice thereof, of the time when said Registration Statement became effective or when any amendment or supplement to any prospectus forming a part of said Registration Statement has been filed;
(ciii) Notify the Selling Investors Stockholders promptly of any request by the Commission for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(div) Prepare and promptly file with the Commission and promptly notify the Selling Investors Stockholders of the filing of any amendments or supplements to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, any event with respect to the Company Purchaser shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein made, in the light of the circumstances under which they were made, not misleading; and, in addition, prepare and file with the Commission, promptly upon the Selling Investors' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the Registrable Securities;
(e) Prepare, promptly upon request of the Selling Investors or any underwriters for the Selling Investors, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(fv) Advise the Selling Investors Stockholders promptly after the Company Purchaser shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(gvi) Use its best efforts Best Efforts to qualify, qualify as soon as reasonably practicable, practicable the Registrable Securities included in the Registration Statement for sale under the securities or blue- blue-sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling InvestorsStockholders; provided, provided that the Company Purchaser shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states statements or jurisdictions;; and
(hvii) Furnish the Selling InvestorsStockholders, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as the Selling Investors may, Stockholders may from time to time, time reasonably request; and
(i) If requested by the Selling Investors, enter into an agreement with the underwriters of the Registrable Securities being registered containing customary provisions and reflecting the foregoing.
Appears in 1 contract
Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement pursuant to Section 8.1 2.1 hereof, and in supplementation and not in limitation of the provisions hereof, the Company shall:
(a) Notify the Selling Investors as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective date of said such Registration Statement;
(b) Notify the Selling Investors, promptly after the Company shall receive notice thereof, of the time when said such Registration Statement became effective or when any amendment or supplement to any prospectus forming a part of said such Registration Statement has been filed;
(c) Notify the Selling Investors promptly of any request by the Commission for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(d) Prepare and promptly file with the Commission and promptly notify the Selling Investors of the filing of any amendments or supplements to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, any event with respect to the Company shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; and, in addition, prepare and file with the Commission, promptly upon the Selling Investors' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the Registrable Securities;
(e) Prepare, promptly upon request of the Selling Investors or any underwriters for the Selling Investors, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(f) Advise the Selling Investors promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its best efforts to qualify, as soon as reasonably practicable, the Registrable Securities for sale under the securities or blue- blue-sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Investors; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(h) Furnish the Selling Investors, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, and all other documents referred to in Section 2.2, all in such quantities as the Selling Investors may, from time to time, reasonably request; and
(i) If requested by the Selling Investors, enter into an agreement with the underwriters of the Registrable Securities being registered containing customary provisions and reflecting the foregoing.
Appears in 1 contract
Samples: Registration Rights Agreement (Simon Debartolo Group L P)
Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement pursuant to Section 8.1 hereof, and in supplementation and not in limitation of the provisions hereof, Whenever the Company shallis required under this Agreement to register Registrable Securities, it agrees to do the following:
(a) Notify use its commercially reasonable efforts to keep such registration statement continuously effective for 180 days (and, with respect to one registration on Form S-3, for up to two years, if requested by the Selling Investors as selling Registrable Securities) to complete the filing proposed distribution; upon the occurrence of any event that would cause the Registration Statement and of all amendments registration statement or supplements thereto filed prior the prospectus contained therein to contain a material misstatement or omission, the effective date of said Registration StatementCompany shall file promptly an appropriate amendment to such registration statement correcting any such misstatement or omission;
(b) Notify prepare and file with the Selling InvestorsCommission a registration statement with respect to such Registrable Securities and prepare and file with the Commission such amendments and post-effective amendments to the registration statement as may be necessary to keep the registration statement effective for 180 days (and, promptly after with respect to one registration on Form S-3, for up to two years, if requested by the Company shall receive notice thereofInvestors selling Registrable Securities) to complete the proposed distribution; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the time when said Registration Statement became effective Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or when any amendment methods of distribution by the sellers thereof set forth in such registration statement or supplement to any prospectus forming a part of said Registration Statement has been filedthe prospectus;
(c) Notify advise the Selling underwriter(s), if any, and selling Investors promptly and, if requested by such Persons, to confirm such advice in writing, (i) when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective, (ii) of any request by the Commission for amendments to the amending registration statement or supplementing of such Registration Statement amendments or supplements to the prospectus or for additional informationinformation relating thereto, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the registration statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the registration statement or the prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the registration statement or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or blue sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;
(d) Prepare furnish to each of the selling Investors and promptly file each of the underwriter(s), if any, before filing with the Commission and promptly notify the Selling Investors Commission, copies of the filing of registration statement or any prospectus included therein or any amendments or supplements to any such Registration Statement registration statement or prospectus as may be necessary to correct any statements (including all documents incorporated by reference after the initial filing of such registration statement), and the Company will consult with the selling Investors of Registrable Securities covered by such registration statement or omissions ifthe underwriter(s), at any time when a prospectus relating if any, prior to the Registrable Securities is required filing of such registration statement or prospectus;
(e) if requested by any selling Investor or the underwriter(s), if any, incorporate in the registration statement or prospectus, pursuant to be delivered under the Securities Acta supplement or post-effective amendment if necessary, any event such information as such selling Investor and underwriter(s), if any, may reasonably request to have included therein, with respect to the number of Registrable Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after the Company shall have occurred is notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(f) furnish to each selling Investor and each of the underwriter(s), if any, without charge, at least one copy of the registration statement, as a result first filed with the Commission, and of which each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);
(g) deliver to each selling Investor and each of the underwriter(s), if any, without charge, as many copies of the prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby consents to the use of the prospectus and any amendment or supplement thereto by each of the selling Investors and each of the underwriter(s), if any, in connection with the offering and the sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;
(h) prior to any public offering of Registrable Securities, the Company shall use its reasonable best efforts to register or qualify the Registrable Securities under the securities or blue sky laws of such jurisdictions as the selling Investors or underwriter(s), if any, may reasonably request and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the registration statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the registration statement, in any jurisdiction where it is not now so subject;
(i) cooperate with the selling Investors and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the holders or the underwriter(s), if any, may request prior to any sale of Registrable Securities made by such underwriter(s);
(j) if any fact or event contemplated by clause (c)(iv) above shall exist or have occurred, promptly prepare a supplement or post-effective amendment to the registration statement or related prospectus or any document incorporated therein by reference or file any other required document so that, as then in effect would include thereafter delivered to the purchasers of Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; and;
(k) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. ("NASD") and in addition, prepare the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter") that is required to be retained in accordance with the rules and file regulations of the NASD;
(l) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission, promptly upon and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the Selling Investors' written requestrequirements of the Securities Act and Rule 158 thereunder (which need not be audited) for the twelve-month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (ii) if not sold to underwriters in such an offering, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection beginning with the distribution first month of the Company's first fiscal quarter commencing after the effective date of the registration statement;
(m) enter into such customary agreements (including an underwriting agreement in customary form) in order to expedite or facilitate the disposition of such Registrable Securities;
(en) Preparemake available for inspection by any holder of Registrable Securities included in such registration statement, promptly upon request 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 financial and other records, pertinent corporate documents and properties of the Selling Investors or any underwriters for Company (collectively, the Selling Investors"Records"), such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may shall be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(f) Advise the Selling Investors promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purposeenable them to exercise their due diligence responsibility, and promptly use its best efforts cause the Company's officers, directors and employees to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its best efforts to qualify, as soon as reasonably practicable, the Registrable Securities for sale under the securities or blue- sky laws of such states and jurisdictions within the United States as shall be supply all information reasonably requested by any such Inspector in connection with such registration statement; provided that records which the Selling InvestorsCompany determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; provided, further, each holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company shall not be required in connection therewith or as a condition thereto to qualify to do businessand allow the Company, at its expense, to become subject undertake appropriate action and to taxation or to file a consent to service of process generally in any prevent disclosure of the aforesaid states or jurisdictions;
(h) Furnish the Selling Investors, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as the Selling Investors may, from time to time, reasonably requestRecords deemed confidential; and
(io) If requested in an Underwritten Offering, use its reasonable best efforts to obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the Selling Investors, enter into an agreement with the underwriters holders of a majority of the Registrable Securities being registered containing customary provisions and reflecting the foregoingsold reasonably request.
Appears in 1 contract
Samples: Registration Rights Agreement (Karts International Inc)
Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement pursuant to Section 8.1 hereof, and in supplementation and not in limitation of the provisions hereof, Whenever the Company shallis required under Section 2 to register Registrable Securities, it agrees to do the following:
(a) Notify use its reasonable best efforts to keep such registration statement continuously effective until the Selling Investors as to the filing may first sell any of the Registration Statement and Registrable Securities under Rule 144 (i.e., one year from the Closing Date, as defined in the Purchase Agreement) in order to complete the proposed distribution; upon the occurrence of all amendments any event that would cause the registration statement or supplements thereto filed prior the prospectus contained therein to the effective date of said Registration Statementcontain a material misstatement or omission, file promptly an appropriate amendment to such registration statement correcting any such misstatement or omission;
(b) Notify prepare and file with the Selling InvestorsCommission a registration statement with respect to such Registrable Securities and prepare and file with the Commission such amendments and post-effective amendments to the registration statement as may be necessary to keep the registration statement effective for the period set forth in Section 4(a); cause the prospectus to be supplemented by any required prospectus supplement, promptly after and as so supplemented to be filed pursuant to Rule 424 under the Company shall receive notice thereofSecurities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the time when said Registration Statement became effective Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or when any amendment methods of distribution by the sellers thereof set forth in such registration statement or supplement to any prospectus forming a part of said Registration Statement has been filedthe prospectus;
(c) Notify advise the Selling underwriter(s), if any, and selling Investors promptly and, if requested by such Persons, to confirm such advice in writing, (i) when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective, (ii) of any request by the Commission for amendments to the amending registration statement or supplementing of such Registration Statement amendments or supplements to the prospectus or for additional informationinformation relating thereto, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the registration statement, the prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the registration statement or the prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the registration statement or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or blue sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;
(d) Prepare furnish to each of the selling Investors and promptly file each of the underwriter(s), if any, before filing with the Commission and promptly notify the Selling Investors Commission, copies of the filing of registration statement or any prospectus included therein or any amendments or supplements to any such Registration Statement registration statement or prospectus as may be necessary to correct any statements (including, if requested, all documents incorporated by reference after the initial filing of such registration statement), and the Company will consult with the selling Investors of Registrable Securities covered by such registration statement or omissions ifthe underwriter(s), at any time when a prospectus relating if any, prior to the Registrable Securities is required filing of such registration statement or prospectus;
(e) if requested by any selling Investor or the underwriter(s), if any, incorporate in the registration statement or prospectus, pursuant to be delivered under the Securities Acta supplement or post-effective amendment if necessary, any event such information as such selling Investor and underwriter(s), if any, may reasonably request to have included therein, with respect to the number of Registrable Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after the Company shall have occurred is notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(f) furnish to each selling Investor and each of the underwriter(s), if any, without charge, at least one copy of the registration statement, as a result first filed with the Commission, and of which each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);
(g) deliver to each selling Investor and each of the underwriter(s), if any, without charge, as many copies of the prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby consents to the use of the prospectus and any amendment or supplement thereto by each of the selling Investors and each of the underwriter(s), if any, in connection with the offering and the sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;
(h) prior to any public offering of Registrable Securities, the Company shall use its reasonable best efforts to register or qualify the Registrable Securities under the securities or blue sky laws of such jurisdictions as the selling Investors or underwriter(s), if any, may reasonably request and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the registration statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the registration statement, in any jurisdiction where it is not now so subject;
(i) cooperate with the selling Investors and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the holders or the underwriter(s), if any, may request prior to any sale of Registrable Securities made by such underwriter(s);
(j) if any fact or event contemplated by clause (c)(iv) above shall exist or have occurred, promptly prepare a supplement or post-effective amendment to the registration statement or related prospectus or any document incorporated therein by reference or file any other required document so that, as then in effect would include thereafter delivered to the purchasers of Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; and;
(k) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (“NASD”) and in addition, prepare the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and file regulations of the NASD;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, promptly upon and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the Selling Investors' written requestrequirements of the Securities Act and Rule 158 thereunder (which need not be audited) for the twelve-month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (ii) if not sold to underwriters in such an offering, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection beginning with the distribution first month of the Company’s first fiscal quarter commencing after the effective date of the registration statement;
(m) enter into such customary agreements (including an underwriting agreement in form acceptable to the Company) with any underwriter in order to expedite or facilitate the disposition of such Registrable Securities;
(en) Preparemake available for inspection by any holder of Registrable Securities included in such registration statement, promptly upon request 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 financial and other records, pertinent corporate documents and properties of the Selling Investors or any underwriters for Company (collectively, the Selling Investors“Records”), such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may shall be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(f) Advise the Selling Investors promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purposeenable them to exercise their due diligence responsibility, and promptly use its best efforts cause the Company’s officers, directors and employees to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its best efforts to qualify, as soon as reasonably practicable, the Registrable Securities for sale under the securities or blue- sky laws of such states and jurisdictions within the United States as shall be supply all information reasonably requested by any such Inspector in connection with such registration statement; provided that records which the Selling InvestorsCompany determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; provided, further, each holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company shall not be required in connection therewith or as a condition thereto to qualify to do businessand allow the Company, at its expense, to become subject undertake appropriate action and to taxation or to file a consent to service of process generally in any prevent disclosure of the aforesaid states or jurisdictions;
(h) Furnish the Selling Investors, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as the Selling Investors may, from time to time, reasonably request; and
(i) If requested by the Selling Investors, enter into an agreement with the underwriters of the Registrable Securities being registered containing customary provisions and reflecting the foregoingRecords deemed confidential.
Appears in 1 contract
Samples: Registration Rights Agreement (Emerge Interactive Inc)
Procedure for Registration. In connection with the filing of a -------------------------- Registration Statement pursuant to Section 8.1 10.1 hereof, and in supplementation and not in limitation of the provisions hereof, the Company shall:
(a) Notify the Selling Investors as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective date of said such Registration Statement;
(b) Notify the Selling Investors, promptly after the Company shall receive notice thereof, of the time when said such Registration Statement became effective or when any amendment or supplement to any prospectus forming a part of said such Registration Statement has been filed;
(c) Notify the Selling Investors promptly of any request by the Commission for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(d) Prepare and promptly file with the Commission and promptly notify the Selling Investors of the filing of any amendments or supplements to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, any event with respect to the Company shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; and, in addition, prepare and file with the Commission, promptly upon the Selling Investors' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the Registrable Securities;
(e) Prepare, promptly upon request of the Selling Investors or any underwriters for the Selling Investors, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(f) Advise the Selling Investors promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its reasonable best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its reasonable best efforts to qualify, as soon as reasonably practicable, the Registrable Securities for sale under the securities or blue- blue-sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Investors; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(h) Furnish the Selling Investors, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as the Selling Investors may, from time to time, reasonably request; and
(i) If requested by the Selling Investors, enter into an agreement with the underwriters of the Registrable Securities being registered containing customary provisions and reflecting the foregoing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Oro Spanish Broadcasting Inc)
