Procedure for Registration. Whenever the Company is required under Section 2 to register Registrable Securities, it agrees to do the following: (a) use its reasonable best efforts to keep such Registration Statement continuously effective until the 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 proposed distribution; upon the occurrence of any event that would cause the Registration Statement or the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to such Registration Statement correcting any such misstatement or omission; (b) prepare and file with the Commission 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, 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 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 methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the prospectus; (c) advise the 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 Registration Statement or 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; (e) if requested by the selling Investor or the underwriter(s), if any, incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the 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 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 first filed with the Commission, and of 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 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; (k) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (“NASD”) and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD; (l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements 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, beginning with the 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; (n) make available for inspection by any Holder included in such Registration Statement, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such seller 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 to supply all information reasonably requested by any such Inspector in connection with 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 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 agrees that it will, 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 its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential.
Appears in 2 contracts
Samples: Registration Rights Agreement (Emerge Interactive Inc), Securities Purchase Agreement (Emerge Interactive Inc)
Procedure for Registration. Whenever 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 is required under Section 2 to register Registrable Securities, it agrees to do the followingshall:
(a) use its reasonable best efforts Notify the Selling Investors as to keep such Registration Statement continuously effective until the Investor may first sell any filing 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 proposed distribution; upon the occurrence of any event that would cause the Registration Statement and of all amendments or supplements thereto filed prior to the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to such effective date of said Registration Statement correcting any such misstatement or omissionStatement;
(b) prepare and file with Notify the Commission a Selling Investors, promptly after the Company shall receive notice thereof, of the time when said Registration Statement with respect to such Registrable Securities and prepare and file with the Commission such amendments and post-became 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 or when 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 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 methods of distribution by the sellers thereof set forth in such Registration Statement amendment or supplement to the prospectusany prospectus forming a part of said Registration Statement has been filed;
(c) advise Notify the underwriter(s), if any, and selling Investor 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 or supplementing of such Registration Statement or 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 timeinformation;
(d) furnish to Prepare and promptly file with the selling Investor Commission and each promptly notify the Selling Investors 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 (includingas may be necessary to correct any statements or omissions if, if requested, all documents incorporated by reference after at any time when a prospectus relating to 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 is required to be delivered under the underwriter(s)Securities Act, if any, prior to the filing of such Registration Statement or prospectus;
(e) if requested by the selling Investor or the underwriter(s), if any, incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the selling Investor and underwriter(s), if any, may reasonably request to have included therein, any event with respect to the number Company shall have occurred as a result of Registrable Securities being sold to which any 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 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 first filed with the Commission, and of 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 other prospectus 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 then 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 effect 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 thereafter delivered to the purchasers of Registrable Securities, the prospectus will not contain include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(k) cooperate ; and, in addition, prepare and assist in any filings required to be made file with the National Association of Securities Dealers, Inc. (“NASD”) and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available promptly upon the Selling Investors' written request, any amendments or supplements to its security holders, as soon as practicable, a consolidated earnings statement meeting such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the requirements distribution 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, beginning with the 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;
(ne) make available Prepare, promptly upon request of the Selling Investors or any underwriters for inspection by any Holder included in the Selling Investors, such Registration Statement, any underwriter participating in any disposition pursuant amendment or amendments to such Registration StatementStatement 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 attorneystop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its best efforts to qualify, accountant or other agent retained by any such seller or underwriter (collectivelyas soon as reasonably practicable, the “Inspectors”), all financial Registrable Securities for sale under the securities or blue- sky laws of such states and other records, pertinent corporate documents and properties of jurisdictions within the Company (collectively, the “Records”), United States as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statementthe Selling Investors; provided provided, that records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by 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 Inspectors unless 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 disclosure of such Records is necessary to avoid or correct a misstatement or omission in Selling Investors, enter into an agreement with 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 agrees that it will, 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 its expense, to undertake appropriate action and to prevent disclosure underwriters of the Records deemed confidentialRegistrable 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. Whenever In connection with the filing of a Registration Statement pursuant to Section 10.1 hereof, and in supplementation and not in limitation of the provisions hereof, the Company is required under Section 2 to register Registrable Securities, it agrees to do the followingshall:
(a) use its reasonable best efforts Notify the Selling Investors as to keep such Registration Statement continuously effective until the Investor may first sell any filing 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 proposed distribution; upon the occurrence of any event that would cause the Registration Statement and of all amendments or supplements thereto filed prior to the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to effective date of such Registration Statement correcting any such misstatement or omissionStatement;
(b) prepare and file with Notify the Commission a Registration Statement with respect to such Registrable Securities and prepare and file with Selling Investors, promptly after 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 supplementCompany shall receive notice thereof, 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 Securities Act with respect to the disposition of all securities covered by time when such Registration Statement during the applicable period in accordance with the intended method became effective or methods when any amendment or supplement to any prospectus forming a part of distribution by the sellers thereof set forth in such Registration Statement or supplement to the prospectushas been filed;
(c) advise Notify the underwriter(s), if any, and selling Investor 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 or supplementing of such Registration Statement or 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 timeinformation;
(d) furnish to Prepare and promptly file with the selling Investor Commission and each promptly notify the Selling Investors 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 (includingas may be necessary to correct any statements or omissions if, if requested, all documents incorporated by reference after at any time when a prospectus relating to 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 is required to be delivered under the underwriter(s)Securities Act, if any, prior to the filing of such Registration Statement or prospectus;
(e) if requested by the selling Investor or the underwriter(s), if any, incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the selling Investor and underwriter(s), if any, may reasonably request to have included therein, any event with respect to the number Company shall have occurred as a result of Registrable Securities being sold to which any 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 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 first filed with the Commission, and of 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 other prospectus 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 then 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 effect 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 thereafter delivered to the purchasers of Registrable Securities, the prospectus will not contain 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;
(ke) cooperate Prepare, promptly upon request of the Selling Investors or any underwriters for the Selling Investors, such amendment or amendments to such Registration Statement and assist in any filings required such prospectus or prospectuses as may be reasonably necessary to be made permit compliance with the National Association requirements of Securities Dealers, Inc. (“NASD”Section 10(a)(3) and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASDSecurities Act;
(lf) otherwise 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 comply with all applicable rules and regulations prevent the issuance of the Commission, and make generally available any stop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its reasonable best efforts to its security holdersqualify, as soon as reasonably practicable, a consolidated earnings statement meeting the requirements 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 for sale under the securities or best efforts Underwritten Offering or (ii) if not sold to underwriters in such an offering, beginning with the 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 blue-sky laws of such Registrable Securities;
(n) make available for inspection by any Holder included in such Registration Statement, any underwriter participating in any disposition pursuant to such Registration Statement, states and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, jurisdictions within the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), United States as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statementthe Selling Investors; provided provided, that records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by 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 Inspectors unless 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 disclosure of such Records is necessary to avoid or correct a misstatement or omission in Selling Investors, enter into an agreement with 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 agrees that it will, 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 its expense, to undertake appropriate action and to prevent disclosure underwriters of the Records deemed confidentialRegistrable Securities being registered containing customary provisions and reflecting the foregoing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Oro Spanish Broadcasting Inc)
Procedure for Registration. Whenever In connection with the filing of a Registration Statement pursuant to Section 2.1 hereof, and in supplementation and not in limitation of the provisions hereof, the Company is required under Section 2 to register Registrable Securities, it agrees to do the followingshall:
(a) use its reasonable best efforts Notify the Selling Investors as to keep such Registration Statement continuously effective until the Investor may first sell any filing 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 proposed distribution; upon the occurrence of any event that would cause the Registration Statement and of all amendments or supplements thereto filed prior to the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to effective date of such Registration Statement correcting any such misstatement or omissionStatement;
(b) prepare and file with Notify the Commission a Registration Statement with respect to such Registrable Securities and prepare and file with Selling Investors, promptly after 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 supplementCompany shall receive notice thereof, 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 Securities Act with respect to the disposition of all securities covered by time when such Registration Statement during the applicable period in accordance with the intended method became effective or methods when any amendment or supplement to any prospectus forming a part of distribution by the sellers thereof set forth in such Registration Statement or supplement to the prospectushas been filed;
(c) advise Notify the underwriter(s), if any, and selling Investor 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 or supplementing of such Registration Statement or 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 timeinformation;
(d) furnish to Prepare and promptly file with the selling Investor Commission and each promptly notify the Selling Investors 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 (includingas may be necessary to correct any statements or omissions if, if requested, all documents incorporated by reference after at any time when a prospectus relating to 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 is required to be delivered under the underwriter(s)Securities Act, if any, prior to the filing of such Registration Statement or prospectus;
(e) if requested by the selling Investor or the underwriter(s), if any, incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the selling Investor and underwriter(s), if any, may reasonably request to have included therein, any event with respect to the number Company shall have occurred as a result of Registrable Securities being sold to which any 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 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 first filed with the Commission, and of 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 other prospectus 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 then 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 effect 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 thereafter delivered to the purchasers of Registrable Securities, the prospectus will not contain include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(k) cooperate ; and, in addition, prepare and assist in any filings required to be made file with the National Association of Securities Dealers, Inc. (“NASD”) and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available promptly upon the Selling Investors' written request, any amendments or supplements to its security holders, as soon as practicable, a consolidated earnings statement meeting such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the requirements distribution 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, beginning with the 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;
(ne) make available Prepare, promptly upon request of the Selling Investors or any underwriters for inspection by any Holder included in the Selling Investors, such Registration Statement, any underwriter participating in any disposition pursuant amendment or amendments to such Registration StatementStatement 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 attorneystop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its best efforts to qualify, accountant or other agent retained by any such seller or underwriter (collectivelyas soon as reasonably practicable, the “Inspectors”), all financial Registrable Securities for sale under the securities or blue-sky laws of such states and other records, pertinent corporate documents and properties of jurisdictions within the Company (collectively, the “Records”), United States as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statementthe Selling Investors; provided provided, that records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by 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 Inspectors unless 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 disclosure of such Records is necessary to avoid or correct a misstatement or omission in Selling Investors, enter into an agreement with 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 agrees that it will, 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 its expense, to undertake appropriate action and to prevent disclosure underwriters of the Records deemed confidentialRegistrable 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. Whenever the Company is required under Section 2 to register Registrable Securities, it agrees to do the following:
(a) use its reasonable best efforts to keep such Registration Statement registration statement continuously effective until the Investor Investors 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 proposed distribution; upon the occurrence of any event that would cause the Registration Statement registration statement or the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to such Registration Statement registration statement correcting any such misstatement or omission;
(b) prepare and file with the Commission a Registration Statement 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 registration statement as may be necessary to keep the Registration Statement registration statement effective for the period set forth in Section 4(a); 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 Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement registration statement or supplement to the prospectus;
(c) advise the underwriter(s), if any, and selling Investor 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 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 Registration Statement registration statement or 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 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 Statementregistration 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 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 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 each of the selling Investor Investors and each of the underwriter(s), if any, before filing with the Commission, copies of the Registration Statement registration statement or any prospectus included therein or any amendments or supplements to any such Registration Statement registration statement or prospectus (including, if requested, all documents incorporated by reference after the initial filing of such Registration Statementregistration statement), and the Company will consult with the selling Investor Investors of Registrable Securities covered by such Registration Statement registration statement or the underwriter(s), if any, prior to the filing of such Registration Statement registration statement or prospectus;
(e) if requested by the any selling Investor or the underwriter(s), if any, incorporate in the Registration Statement registration statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the 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 is notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(f) furnish to the each selling Investor and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statementregistration statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);
(g) deliver to the 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 Investor 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 Investor 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 Statementregistration 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 Statementregistration statement, in any jurisdiction where it is not now so subject;
(i) cooperate with the selling Investor 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 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 registration statement or related prospectus or any document incorporated therein by reference or file any other required document so that, as 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;
(k) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (“NASD”) and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements 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, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statementregistration 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;
(n) make available for inspection by any Holder holder of Registrable Securities included in such Registration Statementregistration statement, any underwriter participating in any disposition pursuant to such Registration Statementregistration 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 Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statementregistration statement; provided that records which 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 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 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 and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential.
Appears in 1 contract
Samples: Registration Rights Agreement (Emerge Interactive Inc)
Procedure for Registration. Whenever In connection with the filing of a Registration Statement pursuant to Section 10.1 hereof, and in supplementation and not in limitation of the provisions hereof, the Company is required under Section 2 to register Registrable Securities, it agrees to do the followingshall:
(a) use its reasonable best efforts Notify the Purchaser as to keep such Registration Statement continuously effective until the Investor may first sell any filing 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 proposed distribution; upon the occurrence of any event that would cause the Registration Statement and of all amendments or supplements thereto filed prior to the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to effective date of such Registration Statement correcting any such misstatement or omissionStatement;
(b) prepare and file with Notify the Commission a Purchaser promptly after the Company shall receive notice thereof, of the time when said Registration Statement with respect became effective or when any amendment or supplement 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 any 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 forming a part of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the 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 methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the prospectushas been filed;
(c) advise Notify the underwriter(s), if any, and selling Investor Purchaser 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 or supplementing of such Registration Statement or 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 timeinformation;
(d) furnish to Prepare and promptly file with the selling Investor Commission and each promptly notify the Purchaser 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 (includingas may be necessary to correct any statements or omissions if, if requested, all documents incorporated by reference after at any time when a prospectus relating to 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 is required to be delivered under the underwriter(s)Securities Act, if any, prior to the filing of such Registration Statement or prospectus;
(e) if requested by the selling Investor or the underwriter(s), if any, incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the selling Investor and underwriter(s), if any, may reasonably request to have included therein, any event with respect to the number Company shall have occurred as a result of Registrable Securities being sold to which any 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 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 first filed with the Commission, and of 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 other prospectus 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 then 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 effect 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 thereafter delivered to the purchasers of Registrable Securities, the prospectus will not contain include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(k) cooperate ; and, in addition, prepare and assist in any filings required to be made file with the National Association of Securities Dealers, Inc. (“NASD”) and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available promptly upon the Purchaser's written request, any amendments or supplements to its security holders, as soon as practicable, a consolidated earnings statement meeting such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the requirements distribution 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, beginning with the 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;
(ne) make available Prepare, promptly upon request of the Purchaser or any underwriters for inspection by any Holder included in the Purchaser, such Registration Statement, any underwriter participating in any disposition pursuant amendment or amendments to such Registration StatementStatement 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 until the completion of the distribution of the Registrable Securities, but not to exceed 180 days;
(f) Advise the 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 attorneystop order or obtain its withdrawal promptly if such stop order should be issued;
(g) Use its best efforts to qualify, accountant or other agent retained by any such seller or underwriter (collectivelyas soon as reasonably practicable, the “Inspectors”), all financial Registrable Securities for sale under the securities or blue-sky laws of such states and other records, pertinent corporate documents and properties of jurisdictions within the Company (collectively, the “Records”), United States as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statementthe Purchaser; provided provided, that records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by 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 Inspectors unless aforesaid states or jurisdictions;
(h) Furnish the Purchaser, 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 Purchaser may, from time to time, reasonably request; and
(i) If requested by the disclosure of such Records is necessary to avoid or correct a misstatement or omission in Purchaser, enter into an agreement with 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 agrees that it will, 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 its expense, to undertake appropriate action and to prevent disclosure underwriters of the Records deemed confidentialRegistrable 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. Whenever In connection with any request that any Registrable Securities be registered pursuant to this Agreement, the Company is required under Section 2 will use its best efforts to register effect the registration of the Registrable SecuritiesSecurities in accordance with the intended method of disposition thereof, it agrees and pursuant thereto the Company will use its best efforts to do the followingas expeditiously as possible:
(a) prepare and file with the Commission a registration statement on the appropriate form with respect to such Registrable Securities and use its reasonable best efforts to keep cause such Registration Statement continuously registration statement to become effective until (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Investor may first sell any Company will furnish to the counsel, if any, selected by the Holders of 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 Rule 144 this paragraph (i.e., one year from the Closing Date, a) so long as defined in the Purchase Agreementit files a registration statement within six (6) in order to complete the proposed distribution; upon the occurrence months of any event that would cause the a Registration Statement or the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to such Registration Statement correcting any such misstatement or omissionRequest);
(b) prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and prepare and file with the Commission such amendments and post-effective amendments supplements to such registration statement and the Registration Statement prospectus used in connection therewith as may be necessary to keep the Registration Statement 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 period set forth in Section 4(a); 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 expiration of the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; prospectus delivery period) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during the applicable such period in accordance with the intended method or methods of distribution disposition by the sellers thereof set forth in such Registration Statement or supplement to the prospectusregistration statement;
(c) advise the underwriter(s)furnish to each seller of Registrable Securities such number of copies of such registration statement, if anyeach amendment and supplement thereto, 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 filedincluded in such registration statement (including, andwithout limitation, with respect each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate 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 Registration Statement or 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 disposition 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 owned 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 timeseller;
(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;
(e) if requested by the selling Investor or the underwriter(s), if any, incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the 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 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 first filed with the Commission, and of 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 such Registrable Securities under the such other securities or blue sky laws of such jurisdictions within the United States as the selling Investor or underwriter(s), if any, may any seller reasonably request requests and do any and all other acts or and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities covered owned by the Registration Statement; provided, however, such seller (provided that the Company shall will not be required to register qualify generally to do business or qualify as a foreign corporation where it is not now so qualified or subject itself to take any action that would subject it to the general 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 otherwise not now then 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);
(je) if notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company becomes aware which requires the making of any change in the prospectus included in such registration statement so that such document will not contain an untrue statement of a material fact or event contemplated by clause (c)(iv) above shall exist omit to state any material fact required to be stated therein or have occurrednecessary to make the statements therein not misleading, promptly and, at the request of any such seller, the Company will prepare a supplement or post-effective amendment to the Registration Statement or related such prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of such Registrable Securities, the such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(kf) cooperate and assist in any filings required use its best efforts to cause all such Registrable Securities to be made with the National Association of Securities Dealerslisted on each securities exchange or exchanges, Inc. (“NASD”) and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations automated quotation system or over-the-counter market upon which securities of the NASDCompany of the same class are then listed;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements 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, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement;
(mg) enter into such customary agreements (including an including, without limitation, underwriting agreement agreements in form acceptable to customary form, substance, and scope) and take all such other actions as the Company) with any underwriter 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;
(nh) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make generally available for inspection by to its security holders an earnings statement no later than ninety (90) days after the end of the 12-month period beginning with the 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 11(a) of the Securities Act and Rule 158 thereunder;
(i) in the event of the issuance of any Holder stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the disqualification of any common stock included in such Registration Statement, any underwriter participating registration statement for sale in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such seller or underwriter (collectivelyjurisdiction, the “Inspectors”), all financial and Company will use its best efforts promptly to obtain the withdrawal of such order; and
(j) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), governmental agencies or authorities as shall may be reasonably necessary to enable them the sellers thereof to exercise their due diligence responsibility, and cause consummate the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with 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 not be disclosed by the Inspectors unless (i) the disclosure disposition 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 agrees that it will, 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 its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidentialRegistrable Securities.
Appears in 1 contract
Samples: Stock Purchase Agreement (North American Technologies Group Inc /Mi/)
Procedure for Registration. Whenever In connection with the filing of a Registration Statement pursuant to Section 2.1 or 2.3 hereof, and in supplementation and not in limitation of the provisions hereof, the Company is required under Section 2 to register Registrable Securities, it agrees to do the followingshall:
(a) use its reasonable best efforts Notify the Selling Investors as to keep such Registration Statement continuously effective until the Investor may first sell any filing 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 proposed distribution; upon the occurrence of any event that would cause the Registration Statement and of all amendments or supplements thereto filed prior to the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to effective date of such Registration Statement correcting any such misstatement or omissionStatement;
(b) prepare and file with Notify the Commission a Registration Statement with respect to such Registrable Securities and prepare and file with Selling Investors, promptly after 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 supplementCompany shall receive notice thereof, 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 Securities Act with respect to the disposition of all securities covered by time when such Registration Statement during the applicable period in accordance with the intended method became effective or methods when any amendment or supplement to any prospectus forming a part of distribution by the sellers thereof set forth in such Registration Statement or supplement to the prospectushas been filed;
(c) advise Notify the underwriter(s), if any, and selling Investor 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 or supplementing of such Registration Statement or 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 timeinformation;
(d) furnish to the selling Investor Prepare and each of the underwriter(s), if any, before filing promptly file with the Commission, copies and promptly notify the Selling Investors of the Registration Statement or occurrence of any prospectus included therein or event requiring the preparation of, any amendments or supplements to any such Registration Statement or prospectus (includingas may be necessary to correct any statements or omissions if, if requested, all documents incorporated by reference after at any time when a prospectus relating to 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 is required to be delivered under the underwriter(s)Securities Act, if any, prior to the filing of such Registration Statement or prospectus;
(e) if requested by the selling Investor or the underwriter(s), if any, incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the selling Investor and underwriter(s), if any, may reasonably request to have included therein, any event with respect to the number Company shall have occurred as a result of Registrable Securities being sold to which any 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 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 first filed with the Commission, and of 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 other prospectus 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 then 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 effect 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 thereafter delivered to the purchasers of Registrable Securities, the prospectus will not contain include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(k) cooperate ; and, in addition, prepare and assist in any filings required to be made file with the National Association of Securities Dealers, Inc. (“NASD”) and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available promptly upon the Selling Investors' written request, any amendments or supplements to its security holders, as soon as practicable, a consolidated earnings statement meeting such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the requirements distribution of the Securities Act Registrable Securities; in the event the Company shall be obligated to give such notice and Rule 158 thereunder (which need does not be audited) for continuously maintain 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, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date 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;
(mf) enter into Advise the Selling Investors 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 customary agreements (including an underwriting agreement in form acceptable 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 Company) with issuance of any underwriter in stop order to expedite or facilitate the disposition of obtain its withdrawal promptly if such Registrable Securitiesstop order should be issued;
(ng) Use its best efforts to register or qualify, contemporaneously with federal registration, 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 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 Holder included in such Registration Statement, 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 seller 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 's officers, directors and employees 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 , provided, however, that records which 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 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 provided that any Selling Investor and any Inspector agrees that it willshall, 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, at its 's expense, ) to undertake appropriate action and 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 hereto 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
(l) If requested by the Selling Investors, enter into and perform agreements (including an underwriting agreement) containing customary provisions and reflecting the foregoing 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. Whenever In connection with the Company is required under filing of a Registration Statement pursuant to Section 2 to register Registrable Securities14.1 hereof, it agrees to do and in supplementation and not in limitation of the followingprovisions hereof, the Purchaser shall:
(ai) use its reasonable best efforts Notify the Selling Stockholders as to keep such Registration Statement continuously effective until the Investor may first sell any filing 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 proposed distribution; upon the occurrence of any event that would cause the Registration Statement and of all amendments or supplements thereto filed prior to the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to such effective date of said Registration Statement correcting any such misstatement or omissionStatement;
(bii) prepare and file with Notify the Commission a Selling Stockholders, promptly after the Purchaser shall receive notice thereof, of the time when said Registration Statement with respect to such Registrable Securities and prepare and file with the Commission such amendments and post-became 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 or when 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 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 methods of distribution by the sellers thereof set forth in such Registration Statement amendment or supplement to the prospectusany prospectus forming a part of said Registration Statement has been filed;
(ciii) advise Notify the underwriter(s), if any, and selling Investor Selling Stockholders 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 or supplementing of such Registration Statement or 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 information;
(iv) Prepare and promptly file with the Commission and promptly notify the Selling Stockholders of the existence filing 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 (includingas may be necessary to correct any statements or omissions if, if requested, all documents incorporated by reference after at any time when a prospectus relating to 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 is required to be delivered under the underwriter(s)Securities Act, if any, prior to the filing of such Registration Statement or prospectus;
(e) if requested by the selling Investor or the underwriter(s), if any, incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the selling Investor and underwriter(s), if any, may reasonably request to have included therein, any event with respect to the number Purchaser shall have occurred as a result of Registrable Securities being sold to which any 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 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 first filed with the Commission, and of 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 other prospectus 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 then 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 effect 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 thereafter delivered to the purchasers of Registrable Securities, the prospectus will not contain 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;
(kv) cooperate and assist in any filings required to be made with Advise the National Association Selling Stockholders promptly after the Purchaser shall receive notice or obtain knowledge of Securities Dealers, Inc. (“NASD”) and in the performance issuance of any due diligence investigation stop order by the Commission suspending the effectiveness of any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations such Registration Statement or amendment thereto or of the NASDinitiation 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;
(lvi) otherwise use Use its reasonable best efforts Best Efforts to comply with all applicable rules qualify as soon as reasonably practicable the Registrable Securities included in the Registration Statement for sale under the securities or blue-sky laws of such states and regulations jurisdictions within the United States as shall be reasonably requested by the Selling Stockholders; provided that the 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 Commission, and make generally available to its security holdersaforesaid statements or jurisdictions; and
(vii) Furnish the Selling Stockholders, as soon as practicableavailable, a consolidated earnings statement meeting the requirements of the Securities Act and Rule 158 thereunder (which need not be audited) for the twelve-month period (i) commencing at the end copies of any fiscal quarter in which Registrable Securities are sold Registration Statement and each preliminary or final prospectus, or supplement or amendment required to underwriters in a firm or best efforts Underwritten Offering or (ii) if not sold to underwriters be prepared pursuant hereto, all in such an offering, beginning with quantities as the 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 Selling Stockholders may from time to the Company) with any underwriter in order to expedite or facilitate the disposition of such Registrable Securities;
(n) make available for inspection by any Holder included in such Registration Statement, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be time reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statement; provided that records which 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, 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 and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidentialrequest.
Appears in 1 contract
Procedure for Registration. Whenever the Company is required under Section 2 this Agreement to register Registrable Securities, it agrees to do the following:
(a) use its commercially reasonable best efforts to keep such Registration Statement registration statement continuously effective until for 180 days (and, with respect to one registration on Form S-3, for up to two years, if requested by the Investor may first sell any of the Investors selling Registrable Securities under Rule 144 (i.e., one year from the Closing Date, as defined in the Purchase AgreementSecurities) in order to complete the proposed distribution; upon the occurrence of any event that would cause the Registration Statement registration statement or the prospectus contained therein to contain a material misstatement or omission, the Company shall file promptly an appropriate amendment to such Registration Statement registration statement correcting any such misstatement or omission;
(b) prepare and file with the Commission a Registration Statement 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 registration statement as may be necessary to keep the Registration Statement registration statement effective for 180 days (and, with respect to one registration on Form S-3, for up to two years, if requested by the period set forth in Section 4(a)Investors 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 Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement registration statement or supplement to the prospectus;
(c) advise the underwriter(s), if any, and selling Investor 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 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 Registration Statement registration statement or 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 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 Statementregistration 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 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 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 each of the selling Investor Investors and each of the underwriter(s), if any, before filing with the Commission, copies of the Registration Statement registration statement or any prospectus included therein or any amendments or supplements to any such Registration Statement registration statement or prospectus (including, if requested, including all documents incorporated by reference after the initial filing of such Registration Statementregistration statement), and the Company will consult with the selling Investor Investors of Registrable Securities covered by such Registration Statement registration statement or the underwriter(s), if any, prior to the filing of such Registration Statement registration statement or prospectus;
(e) if requested by the any selling Investor or the underwriter(s), if any, incorporate in the Registration Statement registration statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the 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 is notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(f) furnish to the each selling Investor and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statementregistration statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);
(g) deliver to the 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 Investor 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 Investor 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 Statementregistration 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 Statementregistration statement, in any jurisdiction where it is not now so subject;
(i) cooperate with the selling Investor 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 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 registration statement or related prospectus or any document incorporated therein by reference or file any other required document so that, as 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;
(k) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (“"NASD”") and in the performance of any due diligence investigation by any underwriter (including any “"qualified independent underwriter”") that is required to be retained in accordance with the rules and regulations of the NASD;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements 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, beginning with the first month of the Company’s 's first fiscal quarter commencing after the effective date of the Registration Statementregistration statement;
(m) enter into such customary agreements (including an underwriting agreement in form acceptable to the Companycustomary form) with any underwriter in order to expedite or facilitate the disposition of such Registrable Securities;
(n) make available for inspection by any Holder holder of Registrable Securities included in such Registration Statementregistration statement, any underwriter participating in any disposition pursuant to such Registration Statementregistration 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 Company (collectively, the “"Records”"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s 's officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statementregistration statement; provided that records which 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 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 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 and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential; and
(o) 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 holders of a majority of the Registrable Securities being sold reasonably request.
Appears in 1 contract
Samples: Registration Rights Agreement (Karts International Inc)
Procedure for Registration. Whenever the Company is required under Section 2 to register Registrable Securities, it agrees to do the following:
(a) use its reasonable best efforts to keep such Registration Statement registration statement continuously effective until the Investor Investors may first sell any of the Registrable Securities under Rule 144 (i.e., one year from the Closing Date, as defined in the Purchase Investment Agreement) in order to complete the proposed distribution; upon the occurrence of any event that would cause the Registration Statement registration statement or the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to such Registration Statement registration statement correcting any such misstatement or omission;
(b) prepare and file with the Commission a Registration Statement 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 registration statement as may be necessary to keep the Registration Statement registration statement effective for the period set forth in Section 4(a); 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 Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement registration statement or supplement to the prospectus;
(c) advise the underwriter(s), if any, and selling Investor 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 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 Registration Statement registration statement or 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 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;
(e) if requested by the selling Investor or the underwriter(s), if any, incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the 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 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 first filed with the Commission, and of 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 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;
(k) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (“NASD”) and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements 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, beginning with the 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;
(n) make available for inspection by any Holder included in such Registration Statement, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such seller 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 to supply all information reasonably requested by any such Inspector in connection with 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 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 agrees that it will, 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 its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential.
Appears in 1 contract
Samples: Registration Rights Agreement (Emerge Interactive Inc)
Procedure for Registration. Whenever In connection with any request that any Registrable Securities be registered pursuant to this Agreement, the Company is required under Section 2 will use its best efforts to register effect the registration of the Registrable SecuritiesSecurities in accordance with the intended method of disposition thereof, it agrees and pursuant thereto the Company will use its best efforts to do the followingas expeditiously as possible:
(a) prepare and file with the Commission a registration statement on the appropriate form with respect to such Registrable Securities and use its reasonable best efforts to keep cause such Registration Statement continuously registration statement to become effective until (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Investor may first sell any Company will furnish to the counsel, if any, selected by the Holders of 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 Rule 144 this paragraph (i.e., one year from the Closing Date, a) so long as defined in the Purchase Agreementit files a registration statement within six (6) in order to complete the proposed distribution; upon the occurrence months of any event that would cause the a Registration Statement or the prospectus contained therein to contain a material misstatement or omission, file promptly an appropriate amendment to such Registration Statement correcting any such misstatement or omissionRequest);
(b) prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and prepare and file with the Commission such amendments and post-effective amendments supplements to such registration statement and the Registration Statement prospectus used in connection therewith as may be necessary to keep the Registration Statement 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 period set forth in Section 4(a); 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 expiration of the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; prospectus delivery period) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement during the applicable such period in accordance with the intended method or methods of distribution disposition by the sellers thereof set forth in such Registration Statement or supplement to the prospectusregistration statement;
(c) advise the underwriter(s)furnish to each seller of Registrable Securities such number of copies of such registration statement, if anyeach amendment and supplement thereto, 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 filedincluded in such registration statement (including, andwithout limitation, with respect each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate 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 Registration Statement or 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 disposition 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 owned 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 timeseller;
(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;
(e) if requested by the selling Investor or the underwriter(s), if any, incorporate in the Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the 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 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 first filed with the Commission, and of 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 such Registrable Securities under the such other securities or blue sky laws of such jurisdictions within the United States as the selling Investor or underwriter(s), if any, may any seller reasonably request requests and do any and all other acts or and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities covered owned by the Registration Statement; provided, however, such seller (provided that the Company shall will not be required to register qualify generally to do business or qualify as a foreign corporation where it is not now so qualified or subject itself to take any action that would subject it to the general 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 otherwise not now then 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);
(je) if notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company becomes aware which requires the making of any change in the prospectus included in such registration statement so that such document will not contain an untrue statement of a material fact or event contemplated by clause (c)(iv) above shall exist omit to state any material fact required to be stated therein or have occurrednecessary to make the statements therein not misleading, promptly and, at the request of any such seller, the Company will prepare a supplement or post-effective amendment to the Registration Statement or related such prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of such Registrable Securities, the such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(kf) cooperate and assist in any filings required use its best efforts to cause all such Registrable Securities to be made with the National Association of Securities Dealerslisted on each securities exchange or exchanges, Inc. (“NASD”) and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations automated quotation system or over-the-counter market upon which securities of the NASDCompany of the same class are then listed;
(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements 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, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement;
(mg) enter into such customary agreements (including an including, without limitation, underwriting agreement agreements in form acceptable to customary form, substance, and scope) and take all such other actions as the Company) with any underwriter 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;
(nh) make available for inspection by any Holder included in such Registration Statement, any underwriter participating in any disposition pursuant otherwise use its best efforts to such Registration Statement, comply with all applicable rules 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 regulations of the Company (collectively, the “Records”), as shall be reasonably necessary Commission and make generally available to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statement; provided that records which 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, 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 and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential.security holders an earnings statement no
Appears in 1 contract
Samples: Stock Purchase Agreement (Chaney R & Partners 1993 Lp)
