Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. (b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day). (c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 2 contracts
Samples: Registration Rights Agreement (Gray Television Inc), Registration Rights Agreement (Gray Television Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of DigitalNet Holdings, the Company and the Guarantors Subsidiary Guarantor shall (i) use its commercially reasonable best efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 90 days after the next succeeding Business Day)Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its their commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 180 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The DigitalNet Holdings, the Company and the Subsidiary Guarantor shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Days days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The DigitalNet Holdings, the Company and the Subsidiary Guarantor shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The No securities other than the Notes shall be included in the Exchange Offer Registration Statement. DigitalNet Holdings, the Company and the Subsidiary Guarantor shall use its commercially reasonable their best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 40 business days after the Closing Effectiveness Target Date (or if such 360th day is not a Business Day, with respect to the next succeeding Business Day)Exchange Offer Registration Statement.
(c) The Company shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by applicable law, regulation or the CommissionCommission as a result of a change in policy after the date of this Agreement. The Upon the request of an Initial Purchaser or a Broker-Dealer that receives Exchange Notes for its own account in the Exchange Offer in exchange for securities that were acquired by such Broker-Dealer as a result of market-making or other trading activities (each such Initial Purchaser or Broker-Dealer, a "Participating Broker-Dealer"), in order to expedite or facilitate the disposition of Exchange Notes by Participating Broker-Dealers, DigitalNet Holdings, the Company and the Subsidiary Guarantor shall use its their commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Participating Broker-Dealers for their own accounts as a result of market-making activities or other trading activitiesDealers, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 2 contracts
Samples: Registration Rights Agreement (Digitalnet Holdings Inc), Registration Rights Agreement (Digitalnet Holdings Inc)
Registered Exchange Offer. (a) Unless Unless, due to a change in federal law or Commission policy after the date hereof, the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, each of the Company shall (and the Guarantors shall cause each Subsidiary Guarantor to)
(i) use its commercially reasonable efforts to file or cause to be filed (including by way of a "confidential" filing) with the Commission on or before the 270th day prior to 90 days after the Closing Date (or if such 270th day is not a Business DayOriginal Issue Date, the next succeeding Business Day), a an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective not later than 360 by the Commission on or prior to 150 days after the Closing Original Issue Date (or if such 360th day is not a Business Day, the next succeeding Business Day), and (iii) in use its best efforts to consummate the Exchange Offer within 180 days after the Original Issue Date. In connection with the foregoing, file or the Company shall (and shall cause to be filed each Subsidiary Guarantor to) (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and Act, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities New Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (ivD) upon the effectiveness of such Registration Statement, commence the Exchange Offer and use its best efforts to issue New Notes in exchange for all Existing Notes tendered and not withdrawn prior to the expiration of the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Existing Notes that are Transfer Restricted Securities and to permit permitting resales of Initial Securities New Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interrupted by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such interruption shall continue.
(b) The Company shall (and shall cause each Subsidiary Guarantor to) use its best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company shall (and shall cause each Subsidiary Guarantor to) cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company shall only offer to exchange New Notes for Existing Notes in the Exchange Offer. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by no later than on the 360th day earliest practicable date after the Closing Date (or if Exchange Offer Registration Statement has become effective, but not less than 20 Business Days after such 360th day is not a Business Day, the next succeeding Business Day)effective date.
(c) The Company shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of included in the Exchange Offer Registration Statement that any Broker-Dealer who that holds Initial Securities Existing Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company or any affiliate of the Company), may exchange such Initial Securities Existing Notes pursuant to the Exchange Offer; provided, however, that such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities New Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall allow the use of such Prospectus by all Persons subject to the prospectus delivery requirements of the Act, including Participating Broker-Dealers, and shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request request, and in no event later than one Business Day after such request, at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 2 contracts
Samples: Registration Rights Agreement (Leitesol Industry & Commerce Inc.), Registration Rights Agreement (Mastellone Brothers Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before no later than the 270th day after the Closing Date Filing Deadline (or if such 270th day the Filing Deadline is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days (or longer if required by applicable law) after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date Consummation Deadline (or if such 360th day the Consummation Deadline is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Exchange Offer Registration Statement or delay or suspend the effectiveness thereof and shall not be required to maintain the effectiveness thereof or amend or supplement such Exchange Offer Registration Statement, for a period of time (a “Exchange Offer Blackout Period”) not to exceed an aggregate of 90 days in any twelve-month period, if (1) the Board of Directors of the Company determines, in good faith, that the disclosure in such Exchange Offer Registration Statement of an event, occurrence or other item at such time could reasonably be expected to have a material adverse effect on the Company’s business, operations or prospects or (2) the disclosure in such Exchange Offer Registration Statement otherwise relates to a material business transaction which has not been publicly disclosed and the Board of Directors of the Company determines, in good faith, that any such disclosure would jeopardize the success of such transaction or that disclosure of such transaction is prohibited pursuant to the terms thereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Alphabet Holding Company, Inc.), Registration Rights Agreement (Alphabet Holding Company, Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company Holdings and the Guarantors Anvil shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act with the Commission as soon as practicable after the Closing Date, but in no event later than 60 days after the Closing Date, an Exchange Offer Registration Statement relating to the Exchange Securities Series B Senior Notes (and the related Holdings Guarantee) and the Exchange Offer, (ii) use its commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective not at the earliest possible time, but in no event later than 360 120 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made Series B Senior Notes (and the related Holdings Guarantee) as are necessary under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary in order to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence use their best efforts to issue on or prior to 150 days after the Closing Date (the "Exchange Offer Effectiveness Date") Series B Senior Notes (and the related Holdings Guarantee) in exchange for all Series A Senior Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series B Senior Notes (and the related Holdings Guarantee) to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Senior Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company Holdings and Anvil shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company Holdings and Anvil shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company No securities other than the Series B Senior Notes (and the related Holdings Guarantee) shall be included in the Exchange Offer Registration Statement. Holdings and Anvil shall use its commercially reasonable their best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day after the Closing Date (or if such 360th day is not a 30 Business Day, the next succeeding Business Day)Days thereafter.
(c) The Company Holdings and Anvil shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Series A Senior Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyAnvil), may exchange such Initial Securities Series A Senior Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and and, consequently, must comply with deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Series B Senior Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Senior Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company Holdings and Anvil shall use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Senior Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it such Exchange Offer Registration Statement conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on equal to the earlier shorter of (iA) 90 one hundred and eighty (180) consecutive days from after the date on which the Exchange Offer Registration Statement is declared effective Consummated (subject to the provisions of Section 6(c)(i) below) and (iiB) the date on which a all Transfer Restricted Securities acquired in the Exchange Offer by Restricted Broker-Dealer is no longer required Dealers have been sold to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of public by such Prospectus to each Restricted Broker-Dealer promptly upon request Dealers. In order to facilitate such resales, at any time during such 90180-day (or shorter as provided period Anvil shall provide to Broker-Dealers, promptly upon request, and in no event more than five Business Days after any such request, sufficient copies of the foregoing sentence) period in order to facilitate latest version of such resalesProspectus.
Appears in 2 contracts
Samples: Registration Rights Agreement (Anvil Holdings Inc), Registration Rights Agreement (Cottontops Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 180 days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective not by the Commission at the earliest possible time, but in no event later than 360 325 days after the Closing Date (or if such 360th 325th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange OfferOffer to issue the Exchange Notes. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 365 days after the Closing Date (or if either such 360th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.Securities
Appears in 2 contracts
Samples: Registration Rights Agreement (Tempur Sealy International, Inc.), Registration Rights Agreement (Tempur Sealy International, Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day within 180 days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not as promptly as practicable, but in no event later than 360 270 days after the Closing Date (or if such 360th 270th day is not a Business Day, the next succeeding Business Day) (the “Effectiveness Target Date”), (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 30 days after the Closing Effectiveness Target Date (or if such 360th 30th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy or applicable law after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period beginning upon the Consummation of the Exchange Offer and ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesactivities (such period, the “Broker-Dealer Resale Period”); provided that the Company may, during the Broker-Dealer Resale Period, for a period of up to 60 days in any three-month period, not to exceed 120 days in any calendar year, determine that the Exchange Offer Registration Statement is not usable under certain circumstances relating to corporate developments, public filings with the Commission and similar events, and suspend the use of the prospectus that is part of the Exchange Offer Registration Statement by providing written notice of such suspension (a “Black-Out Notice”) to each Holder of Transfer Restricted Securities. For the avoidance of doubt, any period during which the use of the prospectus that is part of the Exchange Offer Registration Statement has been suspended pursuant to the immediately preceding proviso shall not be counted for the purposes of determining the expiration of the Broker-Dealer Resale Period. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 2 contracts
Samples: Registration Rights Agreement (Triumph Group Inc), Registration Rights Agreement (Triumph Group Inc)
Registered Exchange Offer. (a) Unless the Company shall reasonably determine that it is not permitted to file the Exchange Offer shall Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 120 days after the Closing Date (or if such 270th 120th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 180 days after the Closing Date (or if such 360th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days business days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 30 days after the Closing Date such date (or if such 360th 30th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer Dealer, who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 2 contracts
Samples: Registration Rights Agreement (Puget Energy Inc /Wa), Registration Rights Agreement (Puget Energy Inc /Wa)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company Issuers and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day prior to 90 days after the Closing Date (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not later than 360 on or prior to 180 days after the Closing Date (or if such 360th 90th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, promptly commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company Issuers and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Issuers shall use its commercially their reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day on or prior to 40 Business Days after the Closing Effectiveness Target Date (or if such 360th 40th day is not a Business Day, the next succeeding Business Day).
(c) The Company Issuers shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyIssuers), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by such Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company Each of the Issuers and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company Issuers shall provide sufficient copies of the most recent latest version of such Prospectus to each such Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 2 contracts
Samples: Registration Rights Agreement (Petro Financial Corp), Registration Rights Agreement (Petro, Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors Issuers shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 90 days after the Closing Date, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use its commercially reasonable their best efforts to cause such Exchange Offer Registration Statement to become effective not at the earliest possible time, but in no event later than 360 180 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series D Senior Subordinated Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series D Senior Subordinated Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company Issuers shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holdersbusiness days. The Company Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Company Issuers shall use its commercially reasonable their best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)45 business days thereafter.
(c) The Company Issuers shall indicate in include a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities Series C Senior Subordinated Notes or Existing Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyIssuers), may exchange such Initial Securities Series C Senior Subordinated Notes or Existing Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Series D Senior Subordinated Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company Issuers shall use its commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieseffective. The Company Issuers shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Remington Products Co LLC)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) shall use its commercially reasonable best efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) shall use its commercially reasonable best efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, shall use reasonable best efforts to file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, and (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and Act, (Civ) shall file or cause to be filed all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (ivv) upon the effectiveness of such Registration Statement, shall commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that (i) any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, and (ii) such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Unitedhealth Group Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day within 180 days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not as promptly as practicable, but in no event later than 360 270 days after the Closing Date (or if such 360th 270th day is not a Business Day, the next succeeding Business Day) (the “Effectiveness Target Date”), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 30 days after the Closing Effectiveness Target Date (or if such 360th 30th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy or applicable law after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period beginning upon the Consummation of the Exchange Offer and ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesactivities (such period, the “Broker-Dealer Resale Period”); provided that the Company may, during the Broker-Dealer Resale Period, for a period of up to 60 days in any three-month period, not to exceed 120 days in any calendar year, determine that the Exchange Offer Registration Statement is not usable under certain circumstances relating to corporate developments, public filings with the Commission and similar events, and suspend the use of the prospectus that is part of the Exchange Offer Registration Statement by providing written notice of such suspension (a “Black-Out Notice”) to each Holder of Transfer Restricted Securities. For the avoidance of doubt, any period during which the use of the prospectus that is part of the Exchange Offer Registration Statement has been suspended pursuant to the immediately preceding proviso shall not be counted for the purposes of determining the expiration of the Broker-Dealer Resale Period. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 270 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly after the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 390 days after the Closing Date (or if such 360th 390th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Pioneer Drilling Co)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 365 days after the Closing Date (or if such 270th 365th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 455 days after the Closing Date (or if such 360th 455th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days (or longer, if required by the federal securities laws) after the date on which notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 455 days after the Closing Date (or if such 360th 455th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Scotts Miracle-Gro Co)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)federal law, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 45 days after the Closing Date, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective not at the earliest possible time, but in no event later than 360 120 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company shall use its reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day after the Closing Date (or if such 360th day is not a 30 Business Day, the next succeeding Business Day)Days thereafter.
(c) The Company shall indicate in include a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Initial Securities Series A Notes that are Transfer Restricted Securities and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Series A Notes (other than Transfer Restricted Securities acquired directly from the Company or any affiliate of the Company), may exchange such Initial Securities ) pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales its initial sale of the Exchange Securities each Series B Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such resales sales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer Dealer, except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales sales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of marketDealer Transfer Restricted Securities by Restricted Broker-making activities or other trading activitiesDealers, and to ensure that it such Registration Statement conforms in all material respects with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesConsummated. The Company shall promptly provide sufficient copies of the most recent latest version of such Prospectus to each such Restricted Broker-Dealer Dealers promptly upon request request, and in no event later than one Business Day after such request, at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resalessales.
Appears in 1 contract
Samples: Registration Rights Agreement (Renco Steel Holdings Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company Issuers, the Operating Partnerships and the Guarantors shall General Partners shall
(i) use its commercially reasonable efforts to file or cause the Exchange Offer Registration Statement to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable their best efforts to cause such the Exchange Offer Registration Statement to become effective not at the earliest possible time, but no later than 360 210 days after the Closing Date Date,
(or if such 360th day is not a Business Day, the next succeeding Business Day), (iiiii) in connection with the foregoing, file or (A) cause to be filed (A) all pre-effective amendments to such the Exchange Offer Registration Statement as may be necessary in order to cause such the Exchange Offer Registration Statement to become effective, effective and (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation Completion of the Exchange Offer, and and
(iviii) upon the effectiveness of such the Exchange Offer Registration Statement, commence the Exchange Offer and issue the Series B Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Series B Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Series B Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company Issuers, the Operating Partnerships and the General Partners shall use their best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 30 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company Issuers, the Operating Partnerships and the General Partners shall use reasonable efforts to cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company Issuers, the Operating Partnerships and the General Partners shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by Completed on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 10 Business Days following the 360th day after expiration of the Closing Date (or if such 360th day period during which the Exchange Offer is not a Business Day, the next succeeding Business Day)open.
(c) The Company Issuers shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Series A Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities Series A Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission staff may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities Series B Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission staff. The Company Upon the request of a Broker-Dealer, the Issuers, the Operating Partnerships and the General Partners shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities acquired Series B Notes by Broker-Dealers for their own accounts as a result of market-making activities or other trading activitiesDealers, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieseffective. The Company Issuers shall provide sufficient a reasonable number of copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers required to deliver the Prospectus promptly upon request at any time during such 90-180 day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Amerigas Partners Lp)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company Company, the Guarantors and the Guarantors Pledgors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Issue Date, but in no event later than 60 days after the Issue Date (or if such 270th 60th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 180 days after the Closing Issue Date (or if such 360th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, as soon as practicable, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company Company, the Guarantors and the Pledgors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 220 days after the Closing Issue Date (or if such 360th 220th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company Each of the Company, the Guarantors and the Pledgors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a any Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Hallandale Commercial Corp.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)federal law, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day no later than 180 days after the Closing Date (or if unless such 270th day is not a Business Day, then the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferOffer Registration Statement, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not no later than 360 300 days after the Closing Date (or if unless such 360th day is not a Business Day, then the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Bonds to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Bonds to be offered in exchange for the Restricted Bonds that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously during the period that the Exchange Offer is open, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period the Exchange Offer be open for less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)45 days thereafter.
(c) The Company shall indicate in include a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer substantially in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by form attached as Exhibit A hereto with such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that additions and deletions as the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commissionrequest. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales sales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of marketDealer Transfer Restricted Securities by Restricted Broker-making activities or other trading activitiesDealers, and to ensure that it such Registration Statement conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesConsummated. The Company shall promptly provide sufficient copies of the most recent latest version of such Prospectus to each such Restricted Broker-Dealer Dealers promptly upon request request, and in no event later than one business day after such request, at any time during such 90-180 day (or shorter as provided in the foregoing sentence) period in order to facilitate such resalessales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall use its reasonable best efforts to (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A 430B under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange Offer not later than November 25, 2010 (the “Exchange Date”). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The If an Exchange Offer Registration Statement is declared effective pursuant to Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Exchange Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by any Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The In the event the Company receives notice from one or more Broker-Dealers in connection with the Exchange Offer or within 20 days after the consummation of the Exchange Offer that such Broker-Dealer is exchanging or has exchanged Transfer Restricted Securities acquired for the account of such Broker-Dealer as a result of market making or other trading activities, then each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by any Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each all Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Republic Services, Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before by the 270th 120th day after the Closing Issue Date (or if such 270th 120th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferOffer Registration Statement, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 days by the 180th day after the Closing Issue Date (or if such 360th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the New Notes that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company shall use its best efforts to cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the New Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by no not later than the 360th 210th day after the Closing Issue Date (or if such 360th 210th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in include a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Initial Securities New Notes that are Transfer Restricted Securities and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such New Notes (other than Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Initial Securities ) pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales its initial sale of the each Exchange Securities Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such resales sales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities New Notes held by any such Broker-Dealer Dealer, except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales sales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of marketDealer Transfer Restricted Securities by Restricted Broker-making activities or other trading activitiesDealers, and to ensure that it such Registration Statement conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesConsummated. The Company shall promptly provide sufficient copies of the most recent latest version of such Prospectus to each such Restricted Broker-Dealer promptly Dealers upon request request, and in no event later than one Business Day after such request, at any time during such 90-day (or shorter as provided in the foregoing sentence) 180 days period in order to facilitate such resalessales.
Appears in 1 contract
Samples: Registration Rights Agreement (J Crew Intermediate LLC)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors Issuer shall (i) use its commercially reasonable efforts to file or cause to be filed with no later than the Commission on or before the 270th day date that is 180 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)“Filing Date”) with the Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not in no event later than 360 the date that is 270 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day“Effectiveness Date”), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its reasonable best efforts to cause all necessary filings in connection with the registration and or qualification (or exemption therefrom) of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso contained in Section 6(c)(xi) hereof, and (iv) upon promptly after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and any Guarantor shall use its reasonable best efforts to Consummate the Exchange Offer not later than 30 Business Days after the Effectiveness Date (the “Exchange Date”). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and any Guarantor shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company Issuer shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company -4- No securities other than the Exchange Securities shall use its commercially reasonable efforts to cause be included in the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Registration Statement.
(c) The Company Issuer shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyIssuer), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and any Guarantor shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent reasonably necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company Issuer shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (U.S. Well Services, LLC)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company Revlon and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Dayshall, the next succeeding Business Day)at their cost, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offerprepare and, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 90 days after the Closing Date (or or, if such 360th the 90th day is not a Business Daybusiness day, the next succeeding Business Dayfirst business day thereafter) (February 25, 2002, assuming the Closing Date is November 26, 2001), (iii) in connection shall file with the foregoing, file or cause to be filed Securities and Exchange Commission (Athe "Commission") all pre-effective amendments to such a registration statement (the "Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (BStatement") if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A on an appropriate form under the Securities Act and of 1933, as amended (C) cause all necessary filings in connection the "1933 Act"), with respect to a proposed offer (the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the "Registered Exchange Offer") to the Holders to issue and deliver to such Holders, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities Notes, a like principal amount of debt securities (the "Exchange Notes") of Revlon with terms substantially identical in all material respects to the Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions and interest rate increases), shall use their respective best efforts to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall cause the Exchange Offer Registration Statement to be become effective continuously under the 1933 Act by 180 days after the Closing Date (or, if the 180th day is not a business day, the first business day thereafter) (May 28, 2002, assuming the Closing Date is November 26, 2001) and shall use their respective best efforts to keep the Exchange Offer open Registration Statement effective under the 1933 Act until the close of business on the 180th day following the expiration of the Registered Exchange Offer (such period being called the "Exchange Offer Registration Period") for a period of use by Exchanging Dealers (as defined below) as contemplated in Section 3(g) below. Revlon and the Guarantors shall be deemed not less than the minimum period required under applicable federal and state securities laws to Consummate have used their respective best efforts to keep the Exchange Offer; providedOffer Registration Statement effective during the Exchange Offer Registration Period if Revlon or any Guarantor voluntarily takes any action that would result in Exchanging Dealers not being able to use such Registration Statement as contemplated in such Section 3(g), howeverunless (i) such action is required by applicable law or (ii) such action is taken by Revlon or a Guarantor in good faith and for valid business reasons (not including avoidance of Revlon's and the Guarantors' obligations hereunder), that in no event shall such period including, but not limited to, the acquisition or divestiture of assets, so long as Revlon and the Guarantors promptly thereafter comply with the requirements of Section 3(j) hereof, if applicable. The Exchange Notes will be less than 20 Business Days after issued under the date notice Indenture. Upon the effectiveness of the Exchange Offer is first sent or given to Registration Statement, the Holders. The Company Issuer and the Guarantors shall cause promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to comply enable each Holder electing to exchange Notes for Exchange Notes (assuming that such Holder is not an affiliate of Revlon within the meaning of the 1933 Act, acquires the Exchange Notes in the ordinary course of such Xxxxxx's business and has no arrangements with any person to participate in the distribution of the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Notwithstanding the foregoing, the Initial Purchasers, Revlon and the Guarantors acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the 1933 Act, and in the absence of an applicable exemption therefrom, (i) each Holder (including any Initial Purchaser) which is a broker-dealer electing to exchange the Notes, acquired for its own account as a result of market making activities or other trading activities, for the Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in Annex A hereto on the cover, in Annex B hereto in "The Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) each Initial Purchaser which elects to sell Exchange Notes acquired in exchange for the Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the 1933 Act, as applicable, in connection with such a sale. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds the Notes constituting any portion of an unsold allotment acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the "Private Exchange") for the Notes held by such Initial Purchaser, a like principal amount of the Exchange Notes issued under the Indenture and identical in all applicable federal material respects (including the existence of restrictions on transfer under the 1933 Act and state the securities lawslaws of the several states of the United States) to the Notes (the "Private Exchange Notes"; the Notes, the Exchange Notes and the Private Exchange Notes being hereinafter referred to collectively as the "Securities"). The Company shall Issuer and the Guarantors will use its commercially reasonable efforts to cause the Private Exchange Offer Notes to be Consummated by no later than bear the 360th day after same CUSIP number as the Closing Date (or if such 360th day is not a Business DayExchange Notes. In connection with the Registered Exchange Offer, the next succeeding Business Day).Issuer and the Guarantors shall:
(ca) The Company shall indicate in mail to each Holder a “Plan copy of Distribution” or similar section contained in the Prospectus prospectus forming a part of the Exchange Offer Registration Statement Statement, together with an appropriate letter of transmittal and related documents;
(b) keep the Registered Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York;
(d) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and
(e) otherwise comply in all respects with all applicable laws. As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Issuer and the Guarantors shall:
(a) accept for exchange all Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;
(b) deliver to the Trustee for cancellation all Notes so accepted for exchange; and
(c) cause the Trustee promptly to authenticate and deliver to each Holder of the Notes either Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange. The Indenture will provide that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities the Exchange Notes will not be subject to the transfer restrictions applicable to the Notes set forth in the Indenture and that all Securities issued under the Indenture will vote and consent together on all matters as one class and that none of the Securities issued under the Indenture will have the right to vote or consent as a class separate from one another on any matter. Notwithstanding any other provisions hereof, the Issuer and the Guarantors shall ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. Each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuer that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Notes received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Notes or the Exchange Notes within the meaning of the 1933 Act, (iii) such Holder is not an "affiliate", as defined in Rule 405 of the 1933 Act, of Revlon or if it is an affiliate, such Holder acknowledges that it must comply with the registration and prospectus delivery requirements of the 1933 Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes and (v) if such Holder is a broker-dealer, that it will receive Exchange Notes for its own account in exchange for the Notes that were acquired as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and will be required to ensure acknowledge that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to will deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version any resale of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resalesExchange Notes.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable best efforts to file or prepare and cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) Offer and use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest practicable time, but in no event later than 360 240 days after the Closing Date (or if such 360th 240th day is not a Business Day, the next succeeding Business Day), (iiiii) in connection with the foregoing, use its reasonable best efforts to file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange OfferOffer in accordance with Section 3(b) hereof. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the issuance and exchange of Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 270 days after the Closing Date (or if such 360th 270th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.than
Appears in 1 contract
Samples: Registration Rights Agreement (Cardinal Health Inc)
Registered Exchange Offer. (a) Unless The Company and the Guarantors shall (i) unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of cause the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause Exchange Offer Registration Statement to be filed with the Commission on or before prior to the 270th 120th day after the Closing Date date hereof (or if such 270th 120th day is not a Business Day, being the next succeeding Business Day“Filing Deadline”), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 days on or prior to the 180th day after the Closing Date date hereof (or if such 360th 180th day is not a Business Day, being the next succeeding Business Day“Effectiveness Deadline”), (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Statement, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon on or prior to the effectiveness of such date that is 45 days after the date on which the Exchange Offer Registration StatementStatement became effective, commence and Consummate the Exchange Offer and use their reasonable best efforts to issue the Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Initial Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.
(b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use its all commercially reasonable efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 45 Business Days or longer, if required by the 360th day federal securities laws, after the Closing Date date on which the Exchange Offer Registration Statement has become effective (such 45th day, or if such 360th day is not a Business Daylater date required by the federal securities laws, being the next succeeding Business Day“Consummation Deadline”).
(c) The Company shall indicate in include a “Plan of Distribution” or similar Distribution”1 section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Transfer Restricted Securities Initial Notes acquired directly from the Company or any Affiliate of the Company), ) may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with its initial sale of any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales Statement by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose to satisfy such prospectus delivery requirement. To the amount extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Initial Securities held Exchange Notes by any such Broker-Dealer except Dealers, the Company and the Guarantors agree to the extent required by the Commission. The Company shall use its all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented supplemented, amended and amended current as required by and subject to the provisions of Section 6(cSections 6(a) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms in conformity with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieshave been sold pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the most recent latest version of such Prospectus to each such Broker-Dealer Dealers, promptly upon request request, and in no event later than two Business Days after such request, at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.period. _________________________________
Appears in 1 contract
Samples: Registration Rights Agreement (Global Geophysical Services Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 180 days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 210 days after the Closing Date (or if such 360th 2 10th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-pre- effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days (or longer if required by applicable law) after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 240 days after the Closing Date (or if such 360th 240th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities Notes and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities Notes acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (American Renal Associates Holdings, Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company Issuers and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 270 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 390 days after the Closing Date (or if such 360th 390th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided, however, that no Issuer or Guarantor shall be required to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (2) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) upon as promptly as practicable after the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company Issuers and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company Issuers shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Issuers shall use its commercially their reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 425 days after the Closing Date (or if such 360th 425th day is not a Business Day, the next succeeding Business Day).
(c) The Company Issuers shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.its
Appears in 1 contract
Samples: Registration Rights Agreement (C&G Investments, LLC)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, each of the Company and the Guarantors shall (i) use its commercially their respective reasonable best efforts to file or cause the Exchange Offer Registration Statement to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating prior to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 45 days after the Closing Date (such 45/th/ day being the "Exchange Filing Deadline"), (ii) use their respective reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the Commission on or if prior to 105 days after the Closing Date (such 360th 105/th/ day is not a Business Day, being the next succeeding Business Day"Exchange Effectiveness Deadline"), (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, and (B) file, if applicable, a post-effective amendment to such an Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferStatement, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time period set forth in Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities to be offered in exchange for the Transfer Series A/E Restricted Securities and to permit (ii) resales of Initial the Exchange Securities held by Broker-Dealers that tendered into the Exchange Offer Series A/E Restricted Securities that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Series A/E Restricted Securities acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use its commercially their respective reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day within 30 days after the Closing Date date on which the Exchange Offer Registration Statement was declared effective by the Commission (or if such 360th 30/th/ day is not a Business Day, being the next succeeding Business Day"Exchange Consummation Deadline").
(c) The Company shall indicate in a “the "Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Series A/E Restricted Securities and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Transfer Series A/E Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Initial Series A/E Restricted Securities pursuant to the Exchange Offer; however, . Because such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with its initial sale of any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales Statement by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose to satisfy such prospectus delivery requirement. To the amount extent necessary to ensure that the prospectus contained in the Exchange Offer Registration Statement is available for sales of Initial Exchange Securities held by any such Broker-Dealer except Dealers, the Company and the Guarantors agree to the extent required by the Commission. The Company shall use its commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented supplemented, amended and amended current as required by and subject to the provisions of Section 6(c7(a) and Section 7(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms in conformity with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which Exchange Consummation Deadline (provided the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Company has received written notice from any Broker-Dealer is no longer required to deliver a prospectus in connection with market-making within 5 Business Days after the Exchange Consummation Deadline) or other trading activitiessuch shorter period as will terminate when all Series A/E Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the most recent latest version of such Prospectus to each such Broker-Dealer Dealers, promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resalesrequest.
Appears in 1 contract
Samples: Registration Rights Agreement (Ziff Davis Intermediate Holdings Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 365 days after the Closing Date (or if such 360th 365th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon promptly after the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 390 days after the Closing Date (or if such 360th 390th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Pioneer Energy Services Corp)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 45 days after the Closing Date, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not at the earliest possible time, but in no event later than 360 150 days after the Closing Date (or if date on which such 360th day Exchange Offer Registration Statement is not a Business Day, filed with the next succeeding Business Day)Commission, (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Subordinated Notes that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company and the Guarantors shall use their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use its commercially reasonable their respective best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day after the Closing Date (or if such 360th day is not a 30 Business Day, the next succeeding Business Day)Days thereafter.
(c) The Company shall indicate in include a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Initial Securities Subordinated Notes that are Transfer Restricted Securities and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Subordinated Notes (other than Transfer Restricted Securities acquired directly from the Company or any affiliate of the Company), may exchange such Initial Securities ) pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales its initial sale of the each Exchange Securities Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such resales sales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer Dealer, except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company and the Guarantors shall use its commercially reasonable their respective best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales sales of Initial BrokerDealer Transfer Restricted Securities acquired by Restricted Broker-Dealers for their own accounts as a result of market-making activities or other trading activitiesDealers, and to ensure that it such Registration Statement conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days one year from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieseffective. The Company and the Guarantors shall promptly provide sufficient copies of the most recent latest version of such Prospectus to each such Restricted Broker-Dealer Dealers promptly upon request request, at any time during such 90one-day (or shorter as provided in the foregoing sentence) year period in order to facilitate such resalessales.
Appears in 1 contract
Samples: Registration Rights Agreement (Outsourcing Solutions Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of the Company and the Guarantors Guarantor shall (i) use its commercially reasonable efforts to file or cause the Exchange Offer Registration Statement to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day"Exchange Offer Filing Date"), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not -------------------------- but in no event later than 360 90 days after the Closing Date (or if such 360th 90th day is not a Business Daybeing referred to herein as the "Filing Deadline"), (ii) use their reasonable best --------------- efforts to cause such Exchange Offer Registration Statement to become effective at the next succeeding Business Dayearliest practicable time, but in no event later than 150 days after the Closing Date (such 150th day being referred to herein as the "Effectiveness ------------- Deadline"), (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective -------- amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit resales of Initial Securities held Exchange Notes by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company and the Guarantor shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company and the Guarantor shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantor shall use its commercially their reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 180 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in include a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the any Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of Offer and that the Prospectus contained in the Exchange Offer Registration StatementStatement may be used to satisfy such prospectus delivery requirement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales sales by Broker-such Broker- Dealers that the Commission may require in order to permit such resales sales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer Dealer, except to the extent required by the Commission. The To the extent necessary to ensure that the Exchange Offer Registration Statement is available for resales of Exchange Notes or Transfer Restricted Securities by Broker-Dealers that were acquired for the account of such Broker- Dealers as a result of market-making activities or other trading activities (other than Exchange Notes or Transfer Restricted Securities acquired directly from the Company shall or any Affiliate of the Company), the Company and the Guarantor agree to use its commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms in conformity with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer is Consummated, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieshave been sold pursuant thereto. The Company and the Guarantor shall promptly provide sufficient copies of the most recent latest version of such Prospectus to each such Broker-Dealer Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resalesperiod.
Appears in 1 contract
Samples: Registration Rights Agreement (Global Crossing Holdings LTD)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 45 days after the Closing Date, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 under the Act on or prior to 120 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Act and the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange OfferOffer and cause the Exchange Offer Registration Statement to be effective continuously, and keep the Exchange Offer open, for a period of at least 30 days and use its best efforts to Consummate the Exchange Offer within 60 days (or longer if required by applicable law). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange substitution for the Senior Notes that are Transfer Restricted Securities Senior Notes and to permit resales sales of Initial Securities held Broker-Dealer Transfer Restricted Senior Notes by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Transfer Restricted Senior Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 180 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in include a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Affiliate of the Company who holds Senior Notes or Restricted Broker-Dealer who holds Initial Securities Senior Notes that are Transfer Restricted Securities Senior Notes and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, and may acquire Exchange Notes in substition for such Senior Notes (other than Transfer Restricted Securities Senior Notes acquired directly from the Company), may exchange such Initial Securities ) pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales its initial sale of the each Exchange Securities Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.Broker-
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Exchange Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from first anniversary of the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90one-day year (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission the Exchange Offer Registration Statement on or before prior to the 270th day after the Closing Date (or if Date, provided, however, that, in the event the Board of Directors of the Company determines in good faith that an extension of the filing date beyond such 270th day is not a Business Dayin the best interest of the Company, the next succeeding Business Day), a Registration Statement under the Securities Act relating filing day may be extended to the Exchange Securities and earliest date thereafter to which the Exchange OfferBoard determines it may be extended consistent with the best interest of the Company, but in no event later than the earlier of the filing of the registration statement required by the Investment Agreement or the 360th day after the Closing Date, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 days after at the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)earliest possible time, (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Senior Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon use its best efforts to issue on or prior to the effectiveness of such 30th Business Day after the date on which the Exchange Offer Registration Statement, commence Statement is declared effective (the "Exchange Offer Effectiveness Date") Series B Senior Notes in exchange for all Series A Senior Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series B Senior Notes to be offered in exchange for the Series A Senior Notes that are Transfer Restricted Securities and to permit resales of Initial Securities Senior Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Oxford Health Plans Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)federal law, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 45 days after the Closing Date, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective not at the earliest possible time, but in no event later than 360 120 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series B Notes to be offered in exchange for the Series A Notes that are Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Restricted Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company shall use its best efforts to cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day after the Closing Date (or if such 360th day is not a 30 Business Day, the next succeeding Business Day)Days thereafter.
(c) The Company shall indicate in include a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Initial Securities Series A Notes that are Transfer Restricted Securities and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities activities, may exchange such Series A Notes (other than Transfer Restricted Securities acquired directly from the Company or any affiliate of the Company), may exchange such Initial Securities ) pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales its initial sale of the Exchange Securities each Series B Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such resales sales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer Dealer, except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales sales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of marketDealer Transfer Restricted Securities by Restricted Broker-making activities or other trading activitiesDealers, and to ensure that it such Registration Statement conforms in all material respects with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesConsummated. The Company shall promptly provide sufficient copies of the most recent latest version of such Prospectus to each such Restricted Broker-Dealer Dealers promptly upon request request, and in no event later than one Business Day after such request, at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resalessales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or policy of the Commission policy or its staff (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as reasonably practicable after the 270th day Closing Date, but in no event later than 180 days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest time reasonably possible, but in no event later than 360 180 days after the Closing Date (or if such 360th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Additional Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days (or longer if required by applicable law) after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 180 days after the Closing Date (or if such 360th 180th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Additional Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Additional Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission or its staff may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Additional Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission or its staff as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Additional Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission or its staff as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such the Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Kennedy-Wilson Holdings, Inc.)
Registered Exchange Offer. (a) Unless the Registered Exchange Offer shall would not be permissible under permitted by applicable law laws or Commission a policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the SEC, the Company shall (and the Guarantors shall cause each Guarantor to)
(i) use its commercially reasonable efforts to prepare and file or cause to be filed with the Commission on or before the 270th day SEC promptly after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)date hereof, a registration statement (the “Exchange Offer Registration Statement Statement”) on an appropriate form under the Securities Act relating with respect to an offer (the “Registered Exchange Offer”) to the Holders of Notes to issue and deliver to such Holders, in exchange for the Notes, a like principal amount of Exchange Securities and the Exchange OfferNotes, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall cause the Exchange Offer Registration Statement to be become effective continuously and shall as of the Effectiveness Date, (iii) use its best efforts to keep the Exchange Offer open for a period Registration Statement effective until the consummation of not less than the minimum period required under applicable federal Registered Exchange Offer in accordance with its terms and state securities laws to Consummate (iv) commence the Registered Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days Offer as soon as practicable after the date notice of on which the Exchange Offer Registration Statement is first sent declared effective. The Registered Exchange Offer shall not be subject to any conditions, other than that the Registered Exchange Offer does not violate applicable law or given any applicable interpretation of the staff of the SEC.
(b) The Exchange Notes shall be issued under, and entitled to the Holders. The Company shall cause benefits of, (i) the Exchange Offer Indenture or a trust indenture that is identical to the Indenture, other than such changes as are necessary to comply with all applicable federal any requirements of the SEC to effect or maintain the qualifications thereof under the TIA and state securities laws. The Company shall use its commercially reasonable efforts to cause (ii) the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Collateral Agreements.
(c) Interest on the Exchange Notes will accrue from the last interest payment due date on which interest was paid on the Notes surrendered in exchange therefor or, if no interest has been paid on the Notes, from the date of original issue of the Notes. Each Exchange Note shall bear interest at the rate set forth thereon; provided, that interest with respect to the period prior to the issuance thereof shall accrue at the rate or rates borne by the Notes from time to time during such period.
(d) The Company shall indicate in may require each Holder as a “Plan of Distribution” or similar section contained condition to participation in the Prospectus forming a part Registered Exchange Offer to represent (i) that any Exchange Notes received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement and consummation of the Registered Exchange Offer Registration Statement that such Holder has not entered into any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities arrangement or other trading activities understanding with any Person to participate in the distribution (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) that such Holder is not an “affiliate” of the Company within the meaning of Rule 405 of the Securities Act and must or, if such Holder is an “affiliate” of the Company within the meaning of Rule 405 of the Securities Act, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to it, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Notes and (v) if such Holder is a Participating Broker-Dealer, that it will deliver a Prospectus in connection with any resales resale of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of Notes.
(e) The Company shall (and shall cause each Guarantor to) include within the Prospectus contained in the Exchange Offer Registration StatementStatement a section entitled “Plan of Distribution” reasonably acceptable to the Representative which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Registered Exchange Offer for its own account in exchange for Notes that were acquired by it as a result of market-making or other trading activity (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the judgment of the Representative, represent the prevailing views of the staff of the SEC. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant theretoallow, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required permitted by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules applicable policies and regulations of the Commission as announced from time SEC, the use of the Prospectus by all Persons subject to timethe prospectus delivery requirements of the Securities Act, including, to the extent so permitted, all Participating Broker-Dealers, for a period ending on the earlier of (i) 90 180 days from following the date on which the Exchange Offer Registration Statement is declared effective (or such shorter period during which Persons are required by law to deliver the Prospectus) (the “Applicable Period”), and (ii) include a statement describing the date on manner in which a Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesDealers may resell the Exchange Notes. The Company shall provide sufficient copies of use its best efforts to keep the most recent version of Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act during the Applicable Period.
(f) In connection with the Registered Exchange Offer, the Company shall (and shall cause each Broker-Dealer promptly upon request Guarantor to):
(i) mail or deliver to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal that is an exhibit to the Exchange Offer Registration Statement, and any related documents;
(ii) keep the Registered Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) utilize the services of a depository for the Registered Exchange Offer with an address in the Borough of Manhattan, the City of New York, which may be the Trustee or an affiliate thereof;
(iv) permit Holders to withdraw tendered Transfer Restricted Securities at any time during prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer shall remain open; and
(v) otherwise comply in all material respects with all applicable laws.
(g) As soon as practicable after the close of the Registered Exchange Offer, the Company shall (and shall cause each Guarantor to):
(i) accept for exchange all Transfer Restricted Securities validly tendered pursuant to the Registered Exchange Offer, and not validly withdrawn;
(ii) deliver to the Trustee for cancellation all Transfer Restricted Securities so accepted for exchange; and
(iii) cause the Trustee to authenticate and deliver promptly to each Holder tendering such 90-day Transfer Restricted Securities or Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange.
(h) The Exchange Notes may be issued under (i) the Indenture or (ii) an indenture identical to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA), which in either event will provide that the Exchange Notes will not be subject to the transfer restrictions set forth in the Indenture and that the Exchange Notes and the Notes, if any, will be deemed one class of security (subject to the provisions of the Indenture) and entitled to participate in all the security granted by the Company pursuant to the Collateral Agreements and in any Subsidiary Guarantee (as such terms are defined in the Indenture) on an equal and ratable basis.
(i) If: (i) a Purchaser notifies the Company following consummation of the Registered Exchange Offer that the Notes held by it are not eligible to be exchanged for the Exchange Notes in the Registered Exchange Offer; (ii) applicable law or interpretations of the staff of the SEC would not permit the consummation of the Registered Exchange Offer; (iii) the Registered Exchange Offer is not consummated within 400 days of the Closing Date for any reason; and (iv) certain Holders are prohibited by law or SEC policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by them in the Registered Exchange Offer to the public without delivering a prospectus, in each such case contemplated by clause (i) and this clause (iv), such Holder or Purchaser notifies the Company within six months of consummation of the Registered Exchange Offer, then the Company shall promptly (and in any event within five Business Days) deliver to the Holders (or shorter as provided in the foregoing sentencecase of an occurrence of any event described in clause (iv) period in order of this Section 2(i), to facilitate any such resalesHolder) and the Trustee notice thereof (the “Shelf Notice”) and shall promptly file an Initial Shelf Registration Statement pursuant to Section 3.
Appears in 1 contract
Samples: Registration Rights Agreement (Gastar Exploration USA, Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of ) the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date Date, but in no event later than five (or if such 270th day is not a Business Day, 5) months after the next succeeding Business Day)Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not no later than 360 days eight (8) months after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon unless the effectiveness of Exchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer and use its reasonable best efforts to issue on or prior to 30 business days after the date on which such Registration StatementStatement was declared effective by the Commission, commence Exchange Notes in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holdersbusiness days. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. The Company No securities other than the Exchange Notes shall use its commercially reasonable efforts to cause be included in the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Registration Statement.
(c) The Company shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; , however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Exchange Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy announced after the date of this Agreement. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c6(b) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieseffective. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (At&t Capital Corp /De/)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of or there are no Transfer Restricted Securities outstanding, the Company Issuers and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day no later than 180 days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its their commercially reasonable efforts to cause such Registration Statement to become be declared effective not no later than 360 240 days after the Closing Date (or if such 360th 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their commercially reasonable efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that none of the Issuers or the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Issuers and the Guarantors shall use their commercially reasonable efforts to Consummate the Exchange Offer not later than 270 days following the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company Issuers and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders; provided, further, that such period shall be extended by the number of days in any Suspension Period. The Company Issuers shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Issuers shall use its their commercially reasonable efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Exchange Date.
(c) The Company Issuers shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyIssuers), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company Issuers and the Guarantors shall use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms in all material respects with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company Issuers shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Martin Midstream Partners Lp)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors Issuers shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 180 days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially their reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 240 days after the Closing Date (or if such 360th 240th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company Issuers shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Issuers shall use its commercially their reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 280 days after the Closing Date (or if such 360th 280th day is not a Business Day, the next succeeding Business Day).
(c) The Company Issuers shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyIssuers), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company 3 Each of the Issuers shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company Issuers shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Fresenius Medical Care AG & Co. KGaA)
Registered Exchange Offer. (a) Unless the Registered Exchange Offer shall would not be permissible under permitted by applicable law laws or Commission a policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the SEC, the Company shall (and the Guarantors shall cause each Guarantor to)
(i) use its commercially reasonable efforts to prepare and file or cause to be filed with the Commission on or before the 270th day SEC promptly after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)date hereof, a registration statement (the “Exchange Offer Registration Statement Statement”) on an appropriate form under the Securities Act relating with respect to an offer (the “Registered Exchange Offer”) to the Holders of Notes to issue and deliver to such Holders, in exchange for the Notes, a like principal amount of Exchange Securities and the Exchange OfferNotes, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall cause the Exchange Offer Registration Statement to be become effective continuously and shall as of the Effectiveness Date, (iii) use its best efforts to keep the Exchange Offer open for a period Registration Statement effective until the consummation of not less than the minimum period required under applicable federal Registered Exchange Offer in accordance with its terms and state securities laws to Consummate (iv) commence the Registered Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days Offer as soon as practicable after the date notice of on which the Exchange Offer Registration Statement is first sent declared effective. The Registered Exchange Offer shall not be subject to any conditions, other than that the Registered Exchange Offer does not violate applicable law or given any applicable interpretation of the staff of the SEC.
(b) The Exchange Notes shall be issued under, and entitled to the Holders. The Company shall cause benefits of, (i) the Exchange Offer Indenture or a trust indenture that is identical to the Indenture, other than such changes as are necessary to comply with all applicable federal any requirements of the SEC to effect or maintain the qualifications thereof under the TIA and state securities laws. The Company shall use its commercially reasonable efforts to cause (ii) the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Collateral Agreements.
(c) Interest on the Exchange Notes will accrue from the last interest payment due date on which interest was paid on the Notes surrendered in exchange therefor or, if no interest has been paid on the Notes, from the date of original issue of the Notes. Each Exchange Note shall bear interest at the rate set forth thereon; provided, that interest with respect to the period prior to the issuance thereof shall accrue at the rate or rates borne by the Notes from time to time during such period.
(d) The Company shall indicate in may require each Holder as a “Plan of Distribution” or similar section contained condition to participation in the Prospectus forming a part Registered Exchange Offer to represent (i) that any Exchange Notes received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement and consummation of the Registered Exchange Offer Registration Statement that such Holder has not entered into any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities arrangement or other trading activities understanding with any Person to participate in the distribution (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) that such Holder is not an “affiliate” of the Company within the meaning of Rule 405 of the Securities Act and must or, if such Holder is an “affiliate” of the Company within the meaning of Rule 405 of the Securities Act, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to it, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Notes and (v) if such Holder is a Participating Broker-Dealer, that it will deliver a Prospectus in connection with any resales resale of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of Notes.
(e) The Company shall (and shall cause each Guarantor to) include within the Prospectus contained in the Exchange Offer Registration StatementStatement a section entitled “Plan of Distribution” reasonably acceptable to the Representatives which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Registered Exchange Offer for its own account in exchange for Notes that were acquired by it as a result of market-making or other trading activity (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the judgment of the Representatives, represent the prevailing views of the staff of the SEC. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant theretoallow, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required permitted by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules applicable policies and regulations of the Commission as announced from time SEC, the use of the Prospectus by all Persons subject to timethe prospectus delivery requirements of the Securities Act, including, to the extent so permitted, all Participating Broker-Dealers, for a period ending on the earlier of (i) 90 180 days from following the date on which the Exchange Offer Registration Statement is declared effective (or such shorter period during which Persons are required by law to deliver the Prospectus) (the “Applicable Period”), and (ii) include a statement describing the date on manner in which a Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesDealers may resell the Exchange Notes. The Company shall provide sufficient copies of use its best efforts to keep the most recent version of Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act during the Applicable Period.
(f) In connection with the Registered Exchange Offer, the Company shall (and shall cause each Broker-Dealer promptly upon request Guarantor to):
(i) mail or deliver to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal that is an exhibit to the Exchange Offer Registration Statement, and any related documents;
(ii) keep the Registered Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) utilize the services of a depository for the Registered Exchange Offer with an address in the Borough of Manhattan, the City of New York, which may be the Trustee or an affiliate thereof;
(iv) permit Holders to withdraw tendered Transfer Restricted Securities at any time during prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer shall remain open; and
(v) otherwise comply in all material respects with all applicable laws.
(g) As soon as practicable after the close of the Registered Exchange Offer, the Company shall (and shall cause each Guarantor to):
(i) accept for exchange all Transfer Restricted Securities validly tendered pursuant to the Registered Exchange Offer, and not validly withdrawn;
(ii) deliver to the Trustee for cancellation all Transfer Restricted Securities so accepted for exchange; and
(iii) cause the Trustee to authenticate and deliver promptly to each Holder tendering such 90-day Transfer Restricted Securities or Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange.
(h) The Exchange Notes may be issued under (i) the Indenture or (ii) an indenture identical to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA), which in either event will provide that the Exchange Notes will not be subject to the transfer restrictions set forth in the Indenture and that the Exchange Notes and the Notes, if any, will be deemed one class of security (subject to the provisions of the Indenture) and entitled to participate in all the security granted by the Company pursuant to the Collateral Agreements and in any Subsidiary Guarantee (as such terms are defined in the Indenture) on an equal and ratable basis.
(i) If: (i) a Purchaser notifies the Company following consummation of the Registered Exchange Offer that the Notes held by it are not eligible to be exchanged for the Exchange Notes in the Registered Exchange Offer; (ii) applicable law or interpretations of the staff of the SEC would not permit the consummation of the Registered Exchange Offer; (iii) the Registered Exchange Offer is not consummated within 400 days of the Initial Note Closing Date for any reason; and (iv) certain Holders are prohibited by law or SEC policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by them in the Registered Exchange Offer to the public without delivering a prospectus, in each such case contemplated by clause (i) and this clause (iv), such Holder or Purchaser notifies the Company within six months of consummation of the Registered Exchange Offer, then the Company shall promptly (and in any event within five Business Days) deliver to the Holders (or shorter as provided in the foregoing sentencecase of an occurrence of any event described in clause (iv) period in order of this Section 2(i), to facilitate any such resalesHolder) and the Trustee notice thereof (the “Shelf Notice”) and shall promptly file an Initial Shelf Registration Statement pursuant to Section 3.
Appears in 1 contract
Samples: Registration Rights Agreement (Gastar Exploration, Inc.)
Registered Exchange Offer. (a) Unless Subject to Section 6(c)(i), unless the Exchange Offer shall not be permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) will use its commercially reasonable efforts to file or (i) cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement Offer to become effective not no later than 360 310 days after the Closing Date (or if such 360th 310th day is not a Business Day, the next succeeding Business Day), (iiiii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon promptly following the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall use their respective commercially reason able efforts to cause the Exchange Offer Registration Statement to be effective continuously (subject to the terms hereof) and shall use their respective commercially reasonable efforts to keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 365 days after the Closing Date (or if such 360th 365th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate include in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effectiveeffective (subject to the terms hereof), supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Marina District Development Company, LLC)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 45 days after the next succeeding Business Day)Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities Series B Notes and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 120 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Series B Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange OfferOffer and use its best efforts to Consummate the Exchange Offer no later than 150 days after the Closing Date. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Series B Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holdersbusiness days. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)30 business days thereafter.
(c) The Company shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Series A Notes that are Transfer Restricted Securities Notes and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities Notes acquired directly from the Company), may exchange such Initial Securities Series A Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 120 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieseffective. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90120-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Allbritton Communications Co)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable best efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 90 days after the next succeeding Business Day)Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 150 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and (ii) to permit resales of Initial Securities Exchange Notes held by Participating Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement is declared effective, but in no event later than the 360th day 180 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day"Consummation Deadline").
(c) The Company shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Participating Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Participating Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Participating Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Participating Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Participating Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Participating Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by and subject to the provisions of Section 6(a) and Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, below and to ensure that it conforms in conformity with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, to the extent necessary to ensure that it is available for resales of Notes acquired by Participating Broker Dealers for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall Issuer shall
(i) use its commercially reasonable efforts to file or cause the Exchange Offer Registration Statement to be filed with the Commission on or before the 270th day no later than 90 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such the Exchange Offer Registration Statement to become effective not at the earliest possible time, but no later than 360 180 days after the Closing Date Date,
(or if such 360th day is not a Business Day, the next succeeding Business Day), (iiiii) in connection with the foregoing, file or (A) cause to be filed (A) all pre-effective amendments to such the Exchange Offer Registration Statement as may be necessary in order to cause such the Exchange Offer Registration Statement to become effective, effective and (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation Completion of the Exchange Offer, and and
(iviii) upon the effectiveness of such the Exchange Offer Registration Statement, commence the Exchange Offer and issue the Exchange Securities in exchange for all Transfer Restricted Securities tendered prior thereto in the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company Issuer shall use its best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company Issuer shall use reasonable efforts to cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company Issuer shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by Completed on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 10 Business Days following the 360th day after expiration of the Closing Date (or if such 360th day period during which the Exchange Offer is not a Business Day, the next succeeding Business Day)open.
(c) The Company Issuer shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission staff may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Exchange Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission staff. The Company Upon the request of a Broker-Dealer, the Issuer shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Exchange Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activitiesDealers, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieseffective. The Company Issuer shall provide sufficient a reasonable number of copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers required to deliver the Prospectus promptly upon request at any time during such 90-180 day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each ) or one of the events set forth in Section 4(a)(ii) has occurred the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day promptly after the Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 90 days after the next succeeding Business Day)Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become be declared effective not no later than 360 150 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit the Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence use its reasonable best efforts to cause the Exchange OfferOffer to be consummated on or prior to 30 days after the date on which the Exchange Offer Registration Statement was declared effective by the Commission. The Exchange Offer shall be on the appropriate form of Registration Statement permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. The 90, 150 and 30-day periods referred to in (i), (ii) and (iii) of this Section 3(a) shall not include any period during which the Company is seeking a "no-action" letter or other favorable decision from the Commission pursuant to Section 6(a)(i) below.
(b) The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holdersbusiness days. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. The Company No securities other than the Exchange Notes shall use its commercially reasonable efforts to cause be included in the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Registration Statement.
(c) The Company shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), ) may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of Section 2(11) of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Exchange Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy announced after the date of this Agreement or as required by the Securities Act. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesConsummated. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Startec Global Communications Corp)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company Companies and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day prior to 90 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)Date, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its commercially their reasonable best efforts to cause such Registration Statement to become be declared effective not later than 360 on or prior to 180 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company Companies and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable U.S. federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holdersbusiness days. The Company Companies and the Guarantors shall cause the Exchange Offer to comply with all applicable U.S. federal and state securities laws. No securities other than the Exchange Notes and the Guarantees shall be included in the Exchange Offer Registration Statement. The Company Companies and the Guarantors shall use its commercially their reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day 30 business days after the Closing Date (or if such 360th day is not a Business Day, date on which the next succeeding Business Day)Exchange Offer Registration Statement was declared effective by the Commission.
(c) The Company Companies and the Guarantors shall indicate in a “"Plan of Distribution” or similar " section of the Prospectus contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyCompanies or any affiliates), may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a Prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus Prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the Commission. The Company Companies and the Guarantors shall use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) at least 90 days from after the date on which Consummation of the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesOffer. The Company Companies and the Guarantors shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities Act relating to (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and the Exchange Offertransfer restrictions), (ii) use its their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 days after under the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Securities Act, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a Prospectus supplement or post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall use their commercially reasonable best efforts to keep the Exchange Offer open for a period of not less than the minimum period 30 calendar days (or longer if required under by applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days law) after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company and the Guarantors shall cause the each Exchange Offer to comply with all applicable federal and state securities laws. The Company With the exception of the 7.5% Senior Notes due March 15, 2021 issued on August 20, 2012 as initial Additional Notes as defined in the indenture applicable to such series and guarantees thereof, and related exchange notes of such series and guarantees thereof, no securities other than the Securities shall use its commercially reasonable efforts to cause be included in the Exchange Offer Registration Statement. If an Exchange Offer Registration Statement is required pursuant to be Consummated by no later than Section 3(a) above, the 360th Company and the Guarantors shall use their commercially reasonable best efforts to Consummate the Exchange Offer, on or prior to the 365th calendar day after following the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the any Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Sandridge Energy Inc)
Registered Exchange Offer. (a) Unless the Company shall reasonably determine that it is not permitted to file the Exchange Offer shall Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 120 days after the Closing Date (or if such 270th 120th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 180 days after the Closing Date (or if such 360th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 30 days after the Closing Date such date (or if such 360th 30th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer Dealer, who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; provided, however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” ”, or similar section similarly titled section, shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it the Exchange Offer Registration Statement conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Puget Energy Inc /Wa)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable best efforts to file or prepare and cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) Offer and use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest practicable time, but in no event later than 360 240 days after the Closing Date (or if such 360th 240th day is not a Business Day, the next succeeding Business Day), (iiiii) in connection with the foregoing, use its reasonable best efforts to file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant or any information required to be filed under Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange OfferOffer in accordance with Section 3(b) hereof. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the issuance and exchange of Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 270 days after the Closing Date (or if such 360th 270th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.than
Appears in 1 contract
Samples: Registration Rights Agreement (Cardinal Health Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a7(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective not at the earliest practicable time, but in no event later than 360 240 days after the Closing Date (or if such 360th 240th day is not a Business Day, the next succeeding Business Day) (the “Exchange Offer Effectiveness Target Date”), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) ), subject to the proviso in Section 7(c)(x), cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer and (v) issue Exchange Notes in exchange for all Initial Notes tendered prior to the Consummation of the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Entitled Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c4(c) hereof. Notwithstanding any other provision hereof, the Company shall not be obligated to file a Prospectus with the securities commissions or similar regulatory authority in any of the provinces or territories of Canada.
(b) The Company shall use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after from and including the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Notes (and, at the Company’s option, the exchange notes in respect of the Company’s 7.750% Senior Notes Due 2022) shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date within 30 Business Days (or longer if such 360th day is not a Business Day, required by applicable securities laws) of the next succeeding Business Day)Exchange Offer Effectiveness Target Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who which holds Initial Securities Notes that are Transfer Restricted Entitled Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Entitled Securities acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c7(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentencepreceding paragraph) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Mercer International Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall The Issuer shall, at its own cost, prepare and, not be permissible under applicable law or Commission policy (later than 120 days after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th the 120th day is not a Business Daybusiness day, the next succeeding Business Day)first business day thereafter) the expiration of the Escrow Period, file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Issuer issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Exchange Initial Securities and the Exchange Offer, (iiprovisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Issuer shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 under the Securities Act within 180 days after the Closing Date (or if such 360th the 180th day is not a Business Daybusiness day, the next succeeding Business Day), (iiifirst business day thereafter) in connection with after the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification expiration of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously Escrow Period and shall keep the Exchange Offer open Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). If the Issuer effects the Registered Exchange Offer, the Issuer will be entitled to close the Registered Exchange Offer 30 days after the commencement thereof provided that the Issuer has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) a Purchaser that elects to sell Exchange Securities acquired in exchange for Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the minimum period required under applicable federal and state securities laws to Consummate consummation of the Registered Exchange Offer; provided, however, that in no event shall during such period be less than 20 Business Days after period, the date notice Issuer may suspend the effectiveness of the Exchange Offer Registration Statement, for an aggregate period of not more than 45 consecutive days in any 90 day period, and not totaling more than 90 days in any one year, if there is first sent a possible acquisition or given to business combination or other transaction, business development or event involving the Holders. The Company shall cause Issuer or any of its subsidiaries that may require disclosure in the Exchange Offer Registration Statement and the Issuer determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Issuer and its stockholders or obtaining any financial statements relating to comply with all applicable federal and state securities laws. The Company shall use its commercially reasonable efforts an acquisition or business combination required to cause be included in the Exchange Offer Registration Statement would be impracticable. In the event that the Issuer suspends the effectiveness of the Exchange Offer Registration Statement as contemplated by the proviso to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Dayforegoing sentence, the next succeeding Business Day).
(cIssuer shall promptly notify any such Exchanging Dealer, Purchaser or broker-dealer of the suspension of the Exchange Offer Registration Statement's effectiveness, provided that such notice shall not require the Issuer to disclose the possible acquisition or business combination or other transaction, business development or event if the Issuer determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation or termination of the possible acquisition or business combination or other transaction, business development or event or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Exchange Offer Registration Statement shall cease and the Issuer shall promptly comply with Section 3(j) The Company shall indicate in a “Plan hereof and notify such Exchanging Dealer, Purchaser or broker-dealer that the use of Distribution” or similar section the prospectus contained in the Prospectus Exchange Offer Registration Statement, as amended or supplemented, as applicable, may resume. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser upon the written request of such Purchaser, in exchange (the "Private Exchange") for the Initial Securities held by such Purchaser, a like principal amount of debt securities of the Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the "Private Exchange Securities"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the "Securities". In connection with the Registered Exchange Offer, the Issuer shall:
(a) mail to each Holder a copy of the prospectus forming a part of the Exchange Offer Registration Statement that Statement, together with an appropriate letter of transmittal and related documents;
(b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;
(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;
(d) permit Holders to withdraw tendered Securities at any Broker-Dealer who holds time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and
(e) otherwise comply in all material respects with all applicable laws. As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Issuer shall:
(x) accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;
(y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and
(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange. The Indenture will provide that are Transfer Restricted the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities. Each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuer that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Issuer or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that were acquired it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and will be required to ensure acknowledge that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to will deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version any resale of such Prospectus Exchange Securities. Notwithstanding any other provisions hereof, the Issuer will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to each Broker-Dealer promptly upon request at state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any time during prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such 90-day (prospectus, does not include an untrue statement of a material fact or shorter as provided in the foregoing sentence) period omit to state a material fact required to be stated therein or necessary in order to facilitate such resalesmake the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Progress Precision Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day Commission, after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially their respective reasonable best efforts to cause such Registration Statement to become effective not later than 360 days after as promptly as possible following the Closing Date (or if such 360th day is not a Business Day, filing of the next succeeding Business Day)Registration Statement with the Commission, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 210 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Stewart Enterprises Inc)
Registered Exchange Offer. (a) The Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 150 days after the Closing Date (such 150th day being the “Exchange Offer Filing Deadline”), (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest practicable time, but in no event later than 210 days after the Closing Date (such 210th day being the “Exchange Offer Effectiveness Deadline”), (iii) in connection with the foregoing use their reasonable best efforts to, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer provided, however, that neither the Company nor the Guarantors shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, unless the Exchange Offer shall not be permitted by applicable law or Commission policy, commence the Exchange Offer and use their reasonable best efforts to Consummate the Exchange Offer on or prior to 30 days, or longer, if required by federal securities laws after the date on which the Exchange Offer Registration Statement was declared effective by the Commission. The Exchange Offer shall be on the appropriate form permitting (I) registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Securities and (II) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealers acquired for their own account as a result of market-making activities or other trading activities (other than Notes acquired directly from the Company or any its Affiliates) as contemplated by Section 3(c) below.
(b) Unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(A) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially their reasonable best efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use its commercially their reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event (unless required by no federal securities laws) later than 30 days thereafter (such 30th day being the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day“Consummation Deadline”).
(c) The Company and the Guarantors shall indicate in include a “Plan of Distribution” or similar section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with its initial sale of any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales Statement by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose to satisfy such prospectus delivery requirement. To the amount extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Initial Securities held Exchange Notes by any such Broker-Dealer except Dealers, the Company and the Guarantors agree to the extent required by the Commission. The Company shall use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented supplemented, amended and amended current as required by and subject to the provisions of Section 6(a) and 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms in conformity with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days one year from the date on which the Exchange Offer is Consummated or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement is declared effective and have been sold pursuant thereto (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities“Registration Period”). The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each such Broker-Dealer Dealers, promptly upon request reasonable request, at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resalesperiod.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors Partnership shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Initial Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 120 days after the Initial Closing Date, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities New Senior Notes and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not at the earliest possible time, but in no event later than 360 180 days after the Initial Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities New Senior Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities New Senior Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales sales of Initial Broker- Dealer Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company Partnership shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously for a period of thirty (30) days from the date on which the Exchange Offer Registration Statement is declared effective and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company Partnership shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Company Partnership shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day after the Closing Date (or if such 360th day is not a 30 Business Day, the next succeeding Business Day)Days thereafter.
(c) The Company Partnership shall indicate in include a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate that any Restricted Broker-Dealer who holds Initial Securities Senior Notes that are Transfer Restricted Securities and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), Partnership or one of its Affiliates) may exchange such Initial Securities Senior Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with the must, therefore, deliver a prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with meeting the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.the
Appears in 1 contract
Samples: Registration Rights Agreement (Northern Border Intermediate LTD)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that (x) the Company and the Guarantors shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date and (y) if the Company believes in good faith that the Securities will be Freely Tradable by the Exchange Date, then it shall not be obligated to file the Registration Statement referred to in clause (i) above prior to the Exchange Date. The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after Exchange Date; provided, however, that the Closing Date (Company and the Guarantors shall not be required to Consummate the Exchange Offer if all of the Securities are Freely Tradable on or if such 360th day is not a Business Day, before the next succeeding Business Day)Exchange Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.”
Appears in 1 contract
Samples: Registration Rights Agreement (Airgas Gulf States Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall use its reasonable best efforts to (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A 430B under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The If an Exchange Offer Registration Statement is declared effective pursuant to Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Exchange Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.delivery
Appears in 1 contract
Samples: Registration Rights Agreement (Republic Services, Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors Issuer shall (i) use its commercially reasonable efforts to file or cause to be filed with no later than the Commission on or before the 270th day date that is 180 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)"Filing Date") with the Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not in no event later than 360 the date that is 270 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day"Effectiveness Date"), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its reasonable best efforts to cause all necessary filings in connection with the registration and or qualification (or exemption therefrom) of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso contained in Section 6(c)(xi) hereof, and (iv) upon promptly after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and any Guarantor shall use its reasonable best efforts to Consummate the Exchange Offer not later than 30 Business Days after the Effectiveness Date (the "Exchange Date"). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and any Guarantor shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company Issuer shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company No securities other than the Exchange Securities shall use its commercially reasonable efforts to cause be included in the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Registration Statement.
(c) The Company Issuer shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyIssuer), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and any Guarantor shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent reasonably necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company Issuer shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (USW Financing Corp.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 90 days after the Closing Date (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 180 days after the Closing Date (or if such 360th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 210 days after the Closing Date (or if such 360th 210th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Parker Drilling Co /De/)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall hereby agrees: (i) use its commercially reasonable efforts to file or cause to be filed an Exchange Offer Registration Statement with the Commission on or before the 270th day prior to 60 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferDate, (ii) to use its commercially reasonable best efforts to cause such have the Exchange Offer Registration Statement declared effective by the Commission on or prior to become effective not later than 360 120 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with unless the foregoingExchange Offer would not be permitted by applicable law or Commission policy, file to commence the Exchange Offer and use its best efforts to issue on or cause prior to be filed (A) all pre-effective amendments to such 30 business days after the date on which the Exchange Offer Registration Statement as may be necessary was declared effective by the Commission, New Notes in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause exchange for all necessary filings Notes tendered prior thereto in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon if obligated to file the effectiveness of such Shelf Registration Statement, commence to use its best efforts to file the Exchange Offer. The Exchange Offer shall be Shelf Registration Statement with the Commission on or prior to 30 days after such filing obligation arises (and in any event within 90 days after the appropriate form permitting registration of Closing Date) and to cause the Exchange Securities Shelf Registration to be offered in exchange for declared effective by the Transfer Restricted Securities and Commission on or prior to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof90 days after such obligation arises.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holdersbusiness days. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)30 business days thereafter.
(c) The Company shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Original Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities Original Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities New Notes received by such Broker-Broker- Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company and the Subsidiary Guarantors shall use its commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days one year from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resaleseffective.
Appears in 1 contract
Samples: Registration Rights Agreement (Parker Drilling Co /De/)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 90 days after the Closing Date, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not at the earliest possible time, but in no event later than 360 150 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofSecurities.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Senior Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter. If after such Exchange Offer Registration Statement is initially declared effective by the 360th day after the Closing Date (or if such 360th day is not a Business DayCommission, the next succeeding Business Day)Exchange Offer or the issuance of the Exchange Notes is interfered by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement until such time as any such stop order, injunction or other order or requirement of the Commission or any other governmental agency or court is removed.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to timebelow, for a period ending expiring on the earlier of (i) 90 the date that all Holders of Transfer Restricted Securities have exchanged such securities pursuant to the Exchange Offer and (ii) 365 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resaleseffective.
Appears in 1 contract
Samples: Registration Rights Agreement (Concord Camera Corp)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a an Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its their commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 days after at the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)earliest possible time, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their commercially reasonable efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such an Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company shall use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days business days after the date notice of the Exchange Offer is first sent mailed, or given otherwise delivered, to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by no later than the 360th day 240 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by applicable law, regulation or the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company and the Guarantors shall use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c6(d) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period (the “Broker-Dealer Period”) ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90the Broker-day (or shorter as provided in the foregoing sentence) period Dealer Period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (United Auto Group Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities Act relating to (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and the Exchange Offertransfer restrictions), (ii) use its their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 days after under the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Securities Act, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a Prospectus supplement or post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall use their commercially reasonable best efforts to keep the Exchange Offer open for a period of not less than the minimum period 30 calendar days (or longer if required under by applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days law) after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company and the Guarantors shall cause the each Exchange Offer to comply with all applicable federal and state securities laws. The Company With the exception of the initial 7.5% Senior Notes due February 15, 2023 and guarantees thereof and related exchange notes of such series and guarantees thereof, no securities other than the Securities shall use its commercially reasonable efforts to cause be included in the Exchange Offer Registration Statement. If an Exchange Offer Registration Statement is required pursuant to be Consummated by no later than Section 3(a) above, the 360th Company and the Guarantors shall use their commercially reasonable best efforts to Consummate the Exchange Offer, on or prior to the 365th calendar day after following the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the any Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Sandridge Energy Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall shall: (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day within 180 days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not as promptly as practicable, but in no event later than 360 270 days after the Closing Date (or if such 360th 270th day is not a Business Day, the next succeeding Business Day) (the “Effectiveness Target Date”), (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 30 days after the Closing Effectiveness Target Date (or if such 360th 30th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy or applicable law after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period beginning upon the Consummation of the Exchange Offer and ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesactivities (such period, the “Broker-Dealer Resale Period”); provided that the Company may, during the Broker-Dealer Resale Period, for a period of up to 60 days in any three-month period, not to exceed 120 days in any calendar year, determine that the Exchange Offer Registration Statement is not usable under certain circumstances relating to corporate developments, public filings with the Commission and similar events, and suspend the use of the prospectus that is part of the Exchange Offer Registration Statement by providing written notice of such suspension (a “Black-Out Notice”) to each Holder of Transfer Restricted Securities. For the avoidance of doubt, any period during which the use of the prospectus that is part of the Exchange Offer Registration Statement has been suspended pursuant to the immediately preceding proviso shall not be counted for the purposes of determining the expiration of the Broker-Dealer Resale Period. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day prior to 120 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)Date, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its commercially their reasonable best efforts to cause such Registration Statement to become effective not later than 360 on or prior to 180 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings which to the knowledge of the Company are reasonably necessary, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange OfferOffer (the last date of acceptance for exchange being referred to as the "Exchange Date"); provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes (and guarantees thereof) shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use its commercially their reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day within 30 Business Days after the Closing Date Exchange Offer Registration Statement has become effective (or longer, if such 360th day is not a Business Day, the next succeeding Business Dayrequired by federal securities laws).
(c) The Company and the Guarantors shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company and the Guarantors shall use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by and subject to the provisions of Section Sections 6(a) and 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities; provided, however, that any such Broker-Dealer desiring the Company to keep the Exchange Offer Registration Statement continuously effective shall notify the Company in writing that such Broker-Dealer acquired Exchange Notes as a result of market-making or other similar activities such that the Broker-Dealer would be required to deliver a prospectus under the Securities Act upon a subsequent sale or other disposition of the Exchange Notes. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Playboy Enterprises Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 90 days after the Closing Date (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 180 days after the Closing Date (or if such 360th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 180 days after the Closing Date (or if such 360th 180th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Parker Drilling Co /De/)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day no later than 180 days after the Closing Date (or if such 270th the 180th day is not a Business Day, the next succeeding first Business DayDay thereafter), a the Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its commercially their respective reasonable best efforts to cause such have the Exchange Offer Registration Statement to become effective not no later than 360 days after the one year anniversary of the Closing Date (or if such 360th day the one-year anniversary is not a Business Day, the next succeeding first Business DayDay thereafter), (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Registered Exchange Offer and use their respective reasonable best efforts to issue, on or prior to 60 days after the date on which the Exchange Offer Registration Statement became effective under the Securities Act, Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales sales of Initial Broker-Dealer Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company and the Guarantors shall use their respective, reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously during the Exchange Offer and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company No securities other than the Notes shall use its commercially reasonable efforts to cause be included in the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Registration Statement.
(c) The Company and the Guarantors shall indicate in include a “Plan of Distribution” (or similar provision) section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate that any Restricted Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own the account of such Restricted Broker-Dealer as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), Company or one of its Affiliates) may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales its initial sale of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” (or similar provision) section shall also contain all other information with respect to such resales by of Broker-Dealers Dealer Transfer Restricted Securities that the Commission may require in order to permit such resales sales pursuant thereto, thereto but such “Plan of Distribution” (or other similar provision) section shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company and the Guarantors shall use its commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by and subject to the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Broker-Dealer Transfer Restricted Securities acquired by Restricted Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a or, if shorter, until all Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesTransfer Restricted Securities have been sold thereunder. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each such Restricted Broker-Dealer Dealers promptly upon request at any time during such 90-180 day period (or such shorter as provided in the foregoing sentenceperiod, if applicable) period in order to facilitate such resalessales.
Appears in 1 contract
Samples: Registration Rights Agreement (Key Energy Services Inc)
Registered Exchange Offer. (a) Unless the Company shall reasonably determine that it is not permitted to file the Exchange Offer shall Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 60 days after the Closing Date (or if such 270th 60th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 90 days after the Closing Date (or if such 360th 90th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 business days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 120 days after the Closing Date (or if such 360th 120th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer Dealer, who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Puget Energy Inc /Wa)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day no later than 210 days after the Closing Equity Registration Statement Effectiveness Date (or if such 270th 210th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not at the earliest possible time after its initial filing, but in no event later than 360 270 days after the Closing Equity Registration Statement Effectiveness Date (or if such 360th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Century Communities, Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities Act relating to (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and the Exchange Offertransfer restrictions), (ii) use its their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 days after under the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Securities Act, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a Prospectus supplement or post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall use their commercially reasonable best efforts to keep the Exchange Offer open for a period of not less than the minimum period 30 calendar days (or longer if required under by applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days law) after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company and the Guarantors shall cause the each Exchange Offer to comply with all applicable federal and state securities laws. The Company No securities other than the Securities (and guarantees thereof) shall use its commercially reasonable efforts to cause be included in the Exchange Offer Registration Statement. If an Exchange Offer Registration Statement is required pursuant to be Consummated by no later than Section 3(a) above, the 360th Company and the Guarantors shall use their commercially reasonable best efforts to Consummate the Exchange Offer, on or prior to the 365th calendar day after following the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the any Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Sandridge Energy Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with)policy, each of the Company and the Guarantors shall (i) use its commercially their reasonable best efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement Offer to become effective not later than 360 590 days after the Closing Date (or if such 360th 590th day is not a Business Day, the next succeeding Business Day), (iiiii) in connection with the foregoing, file or cause use their reasonable best efforts to be filed (A) file all pre-effective pre‑effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective post‑effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit the Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers Broker‑Dealers as contemplated by Section 3(c) hereof.
(b) The Subject to any Suspension Period, the Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 620 days after the Closing Date (or if such 360th 620th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer Broker‑Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making market‑making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.Initial
Appears in 1 contract
Samples: Registration Rights Agreement (Alliant Techsystems Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as promptly as practicable after the 270th day Closing Date, but in no event later than 150 days after the Closing Date (or if such 270th 150th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of Consummate the Exchange Offer, and (iviii) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period ending on the later of not less than (i) 20 days after the date notice of the Exchange Offer is mailed to the Holders and (ii) the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 210 days after the Closing Date (or if such 360th 210th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Mantech International Corp)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) shall use its commercially reasonable best efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) shall use its commercially reasonable best efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, shall use reasonable best efforts to file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, and (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and Act, (Civ) shall file or cause to be filed all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (ivv) upon the effectiveness of such Registration Statement, shall commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that (i) any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, and (ii) such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Unitedhealth Group Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after so long as the procedures set forth in Section 6(a) hereof below are being or have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable best efforts to file or cause to be filed with the Commission Commission, on or before the 270th day prior to 60 days after the Closing Date (or if such 270th day is not a Business DayDate, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective not later than 360 by the Commission on or prior to 180 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and Act, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, except as would subject the Company to service of process or general taxation where it is not currently subject, and (D) obtain all necessary approvals of the Nevada Gaming Commission in connection with the issuance of the Exchange Notes, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the an appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of Exchange Notes thereunder or the sale of Transfer Restricted Securities pursuant thereto as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.
(b) The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day on or prior to 30 Business days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Exchange Offer Registration Statement has become effective.
(c) The Company shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of included in the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; howeverPROVIDED, HOWEVER, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days twelve months from the date on which the Exchange Offer Registration Statement is declared effective and (iior such longer period, if extended pursuant to the provisions of Section 6(d) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieshereof. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Hard Rock Hotel Inc)
Registered Exchange Offer. (a) Unless the Company or the Parent Guarantor determines, upon the advice of counsel, that they are not permitted to effect an Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors Parent Guarantor shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day no later than 90 days after the Closing Date (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not no later than 360 180 days after the Closing Date (or if such 360th 180th day is not a Business Day, the next succeeding Business Day), and (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, promptly commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Parent Guarantor shall use their reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 210 days after the Closing Date (or if such 360th 210th day is not a Business Day, the next succeeding Business Day).
(c) The Unless otherwise prohibited under applicable law or Commission policy, the Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Parent Guarantor shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors Operating Partnership shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 90 days after the Closing Date (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest practicable time, but in no event later than 360 180 days after the Closing Date (or if such 360th 180th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company Operating Partnership shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company Operating Partnership shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Operating Partnership shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 210 days after the Closing Date (or if such 360th 210th day is not a Business Day, the next succeeding Business Day).
(c) The Company Operating Partnership shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyOperating Partnership), may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company Operating Partnership shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company Operating Partnership shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Highwoods Realty LTD Partnership)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 180 days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 270 days after the Closing Date (or if such 360th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 300 days after the Closing Date (or if such 360th 300th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless Unless, due to a change in law or Commission policy after the date hereof, the Exchange Offer shall not be permissible under applicable federal law or Commission policy (after policy, the procedures set forth in Section 6(a) hereof have been complied with), each of the Company Issuers and the Guarantors shall (i) use its commercially their reasonable best efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)Date, a Registration Statement under the Securities Act relating to the Exchange Securities New Notes and the Exchange Offer, Offer and (ii) use its commercially their reasonable best efforts to cause such Registration Statement to become be declared effective not later than 360 days by the Commission as soon as practicable after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), (iii) in Date. In connection with the foregoing, file or cause to be filed the Issuers and the Guarantors shall (A) file all pre-pre- effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-post- effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and Act, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities New Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange OfferOffer (provided, however, that the Issuers and the Guarantors shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not so subject, except service of process with respect to the offering and sale of the Notes and Exchange Notes) and (ivD) upon the effectiveness of such Registration Statement, commence the Exchange Offer and use their reasonable best efforts to issue on or prior to 30 business days after the Exchange Offer Effective Date, New Notes in exchange for all Old Notes tendered in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities New Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities New Notes held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) be- low is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.
(b) The Company Issuers shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no -------- ------- event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holdersbusiness days. The Company Issuers and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company Issuers and the Guarantors shall use its commercially reasonable efforts only offer to cause exchange New Notes for Old Notes in the Exchange Offer, and only the New Notes shall be registered under the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Registration Statement.
(c) The Company Issuers shall indicate in a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of included in the Exchange Offer Registration Statement that any Broker-Dealer who that holds Initial Securities Old Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyIssuers), may exchange such Initial Securities Old Notes pursuant to the Exchange Offer; provided, however, that such Broker-Dealer -------- ------- may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities New Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by . Such "Plan of Distribution" section shall allow the delivery by such Broker-Dealer use of the Prospectus contained in by all Persons subject to the Exchange Offer Registration Statement. Such “Plan prospectus delivery requirements of Distribution” or similar section the Act, including Participating Broker-Dealers, and shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company Issuers and the Guarantors shall use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company Issuers shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Appalachian Realty Co)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after so long as the procedures set forth in Section 6(a) hereof below are being or have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable best efforts to file or cause to be filed with the Commission Commission, on or before the 270th day prior to 60 days after the Closing Date (or if such 270th day is not a Business DayDate, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective not later than 360 by the Commission on or prior to 180 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and Act, (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, except as would subject the Company to service of process or general taxation where it is not currently subject, and (D) obtain all necessary approvals of the Nevada Gaming Commission in connection with the issuance of the Exchange Notes, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the an appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Securities Notes and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of Exchange Notes thereunder or the sale of Transfer Restricted Securities pursuant thereto as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.
(b) The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day on or prior to 30 Business days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Exchange Offer Registration Statement has become effective.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of included in the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; provided, however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days twelve months from the date on which the Exchange Offer Registration Statement is declared effective and (iior such longer period, if extended pursuant to the provisions of Section 6(d) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieshereof. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Hard Rock Hotel Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business DayIssue Date, but in no event later than 45 days after the Issue Date, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferStatement, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not at the earliest possible time, but in no event later than 360 105 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Issue Date, (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-pre- effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit resales sales of Initial Securities held by Broker-Dealer Transfer Restricted Securities by Restricted Broker- Dealers as contemplated by Section 3(c) hereofbelow.
(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Senior Notes shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day after the Closing Date (or if such 360th day is not a 30 Business Day, the next succeeding Business Day)Days thereafter.
(c) The Company shall indicate in include a “"Plan of Distribution” or similar " section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own the account of such Broker- Dealer as a result of market-making activities or other trading activities activities, may exchange such Notes (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities ) pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales its initial sale of the each Exchange Securities Note received by such Broker-Broker- Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales sales of Broker- Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such resales sales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Concentric Network Corp)
Registered Exchange Offer. (a) Unless The Company and the Guarantors shall (i) unless the Exchange Offer shall not be permissible under permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of cause the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause Exchange Offer Registration Statement to be filed with the Commission on or before prior to the 270th 120th day after the Closing Date date hereof (or if such 270th 120th day is not a Business Day, being the next succeeding Business Day“Filing Deadline”), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 days on or prior to the 180th day after the Closing Date date hereof (or if such 360th 180th day is not a Business Day, being the next succeeding Business Day“Effectiveness Deadline”), (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Statement, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon on or prior to the effectiveness of such date that is 45 days after the date on which the Exchange Offer Registration StatementStatement became effective, commence and Consummate the Exchange Offer and use their reasonable best efforts to issue the Exchange Notes in exchange for all Initial Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Initial Notes that are Transfer Restricted Securities and to permit (ii) resales of Initial Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.
(b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use its all commercially reasonable efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 45 Business Days or longer, if required by the 360th day federal securities laws, after the Closing Date date on which the Exchange Offer Registration Statement has become effective (such 45th day, or if such 360th day is not a Business Daylater date required by the federal securities laws, being the next succeeding Business Day“Consummation Deadline”).
(c) The Company shall indicate in include a “Plan of Distribution” or similar Distribution”(1) section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Transfer Restricted Securities Initial Notes acquired directly from the Company or any Affiliate of the Company), ) may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with its initial sale of any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales Statement by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose to satisfy such prospectus delivery requirement. To the amount extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Initial Securities held Exchange Notes by any such Broker-Dealer except Dealers, the Company and the Guarantors agree to the extent required by the Commission. The Company shall use its all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented supplemented, amended
(1) A form of “Plan of Distribution” is attached hereto as Annex A. and amended current as required by and subject to the provisions of Section 6(cSections 6(a) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms in conformity with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieshave been sold pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the most recent latest version of such Prospectus to each such Broker-Dealer Dealers, promptly upon request request, and in no event later than two Business Days after such request, at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resalesperiod.
Appears in 1 contract
Samples: Registration Rights Agreement (Global Geophysical Services Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Escrow Release Date, but in no event later than 90 days after the Escrow Release Date (or if such 270th 90th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become be declared effective not by the Commission at the earliest possible time, but in no event later than 360 the later to occur of (x) 140 days after the Escrow Release Date and (y) 230 days after the Closing Date (or if either such 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange OfferOffer to issue the Exchange Notes. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day later to occur of (x) 180 days after the Escrow Release Date and (y) 270 days after the Closing Date (or if either such 360th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Tempur Pedic International Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof have been complied with), each of or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause the Exchange Offer Registration Statement to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange OfferCommission, (ii) use its commercially their reasonable best efforts to cause such Exchange Offer Registration Statement to (x) include the Exchange Offer (as required under the Existing Registration Rights Agreement) with respect to the Existing Securities (the “Existing Exchange Offer”) or to include the Transfer Restricted Securities in any Exchange Offer Registration Statement (as defined in the Existing Registration Rights Agreement) with respect to the Existing Exchange Offer, as provided in Section 6(c)(xxi) and (y) become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file or cause use reasonable best efforts to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer not later than October 15, 2012 (the “Exchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. For the avoidance of doubt, the Exchange Offer may be registered pursuant to an Exchange Offer Registration Statement (as defined in the Existing Registration Rights Agreement) with respect to the Existing Exchange Offer, and such Exchange Offer Registration Statement shall be treated as an Exchange Offer Registration Statement for purposes of this Agreement.
(b) The If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Company and the Guarantors shall use reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company No securities other than the Exchange Securities and the Original Exchange Securities shall use its commercially reasonable efforts to cause be included in the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Registration Statement.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Initial Securities acquired directly from the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with resales of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. The Company and the Guarantors shall use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Upon request, the Company shall provide sufficient copies of the most recent latest version of such Prospectus to each such Broker-Dealer promptly upon Dealers within five Business Days after such request at any time during such 90180-day (or shorter shorter, as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Fifth & Pacific Companies, Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under permitted by applicable federal law or Commission policy (after the procedures set forth in Section 6(a6(a)(i) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause the Exchange Offer Registration Statement to be filed with the Commission on or before the 270th day no later than 60 days after the Closing Consummation Date (or if such 270th 60th day is not a Business Day, being the next succeeding Business Day“Exchange Filing Deadline”), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not no later than 360 120 days after the Closing Consummation Date (or such 120th day being the “Exchange Effectiveness Deadline”); provided, that if such 360th Exchange Offer Registration Statement does not become effective by such 120th day is not as a Business Dayresult of review and comment by the Commission, the next succeeding Business Day)Exchange Effectiveness Deadline shall be extended by an additional 30 days, (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of Initial Securities held Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.
(b) The Company and the Guarantors shall use reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously continuously, and shall keep the Exchange Offer open open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event shall the Exchange Offer be Consummated later than 30 days thereafter (such 30th day being the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day“Consummation Deadline”).
(c) The Company shall indicate in include a “Plan of Distribution” or similar section contained in the Prospectus forming a part of contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Transfer Restricted Securities Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with its initial sale of any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales Statement by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose to satisfy such prospectus delivery requirement. To the amount extent necessary to ensure that the prospectus contained in the Exchange Offer Registration Statement is available for sales of Initial Securities held Exchange Notes by any such Broker-Dealer except Dealers, the Company and the Guarantors agree to the extent required by the Commission. The Company shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented supplemented, amended and amended current as required by and subject to the provisions of Section 6(cSections 6(a) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms in conformity with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 30 days from the date on which the Exchange Offer Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitieshave been sold pursuant thereto. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each such Broker-Dealer Dealers, promptly upon request request, and in no event later than one day after such request, at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resalesperiod.
Appears in 1 contract
Samples: Registration Rights Agreement (Insight Health Services Holdings Corp)
Registered Exchange Offer. (a) Unless If any of the Initial Securities are not Freely Tradable by the 365th calendar day following the Closing Date, then, unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities Act relating to (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and the Exchange Offertransfer restrictions), (ii) use its their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 days after under the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Securities Act, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall use their commercially reasonable best efforts to keep the Exchange Offer open for a period of not less than the minimum period 30 calendar days (or longer if required under by applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days law) after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company and the Guarantors shall cause the each Exchange Offer to comply with all applicable federal and state securities laws. The Company No securities other than the Securities (and guarantees thereof) shall use its commercially reasonable efforts to cause be included in the Exchange Offer Registration Statement. If an Exchange Offer Registration Statement is required pursuant to be Consummated by no later than Section 3(a) above, the 360th Company and the Guarantors shall use their commercially reasonable best efforts to Consummate the Exchange Offer, on or prior to the 365th calendar day after following the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the any Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Sandridge Energy Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 180 calendar days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 30 calendar days after the Closing Date filing of the Registration Statement (or if such 360th 30th day is not a Business Day, the next succeeding Business Day), provided, that if the SEC conducts a review of such Registration Statement, the Company shall cause the Registration Statement to become effective within 120 calendar days after filing (or if such 120th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon use its reasonable best efforts to, within 45 calendar days after the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 45 calendar days after the Closing Date effectiveness of such Registration Statement (or if such 360th 45th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offermust, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant theretotherefore, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.prospectus
Appears in 1 contract
Samples: Registration Rights Agreement (COHOES FASHIONS of CRANSTON, Inc.)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company Issuers and the Guarantors shall use their reasonable best efforts to (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Issuers and the Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer not later than October 9, 2010 (or, if October 9, 2010 is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer Offer, if required pursuant to this Section 3(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. The Issuers shall use commercially reasonable efforts to cause all Exchange Securities to have the same CUSIP number.
(b) The Company If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Issuers and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company Issuers shall use its commercially their reasonable best efforts to cause the Exchange Offer to be Consummated by no later than on or before the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Exchange Date.
(c) The Company Issuers shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyIssuers), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company Each of the Issuers and the Guarantors shall use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company Issuers shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially their reasonable best efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially their reasonable best efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, promptly commence the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange Offer not later than 366 days following the Closing Date (or if such 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if all of the Securities are Freely Tradable on or before the Exchange Date. The Exchange Offer Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the HoldersDays. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use its commercially their reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after Exchange Date; provided, however, that the Closing Date (Company shall not be required to Consummate the Exchange Offer if all of the Securities are Freely Tradable on or if such 360th day is not a Business Day, before the next succeeding Business Day)Exchange Date.
(c) The Company and the Guarantors shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which Consummation of the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company and the Guarantors shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. Notwithstanding anything in this Section 3 to the contrary, the requirements to file and the requirements to Consummate the Exchange Offer shall terminate at such time as all the Securities are Freely Tradable.
Appears in 1 contract
Samples: Registration Rights Agreement (Psychiatric Solutions Inc)
Registered Exchange Offer. (a) Unless If any of the Initial Securities are not Freely Tradable by the 365th calendar day following the Closing Date, then, unless the Exchange Offer Offers shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities Act relating to (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and the Exchange Offertransfer restrictions), (ii) use its their commercially reasonable best efforts to cause such Registration Statement to become effective not later than 360 days after under the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Securities Act, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of promptly after such Registration StatementStatement is declared effective, commence the Exchange OfferOffer or Exchange Offers, as the case may be. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall use their commercially reasonable best efforts to keep the Exchange Offer open for a period of not less than the minimum period 30 calendar days (or longer if required under by applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days law) after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company and the Guarantors shall cause the each Exchange Offer to comply with all applicable federal and state securities laws. The Company No securities other than the Securities (and guarantees thereof) shall use its commercially reasonable efforts to cause be included in the Exchange Offer Registration Statement. If an Exchange Offer Registration Statement is required pursuant to be Consummated by no later than Section 3(a) above, the 360th Company and the Guarantors shall use their commercially reasonable best efforts to consummate the Exchange Offer or Exchange Offers, as the case may be, on or prior to the 365th calendar day after following the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the any Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Helix Energy Solutions Group Inc)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a7(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Exchange Offer Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective not at the earliest practicable time, but in no event later than 360 240 days after the Closing Date (or if such 360th 240th day is not a Business Day, the next succeeding Business Day) (the “Exchange Offer Effectiveness Target Date”), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) ), subject to the proviso in Section 7(c)(x), cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer and (v) issue Exchange Notes in exchange for all Initial Notes tendered prior to the Consummation of the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities Notes to be offered in exchange for the Transfer Restricted Entitled Securities and to permit resales of Initial Securities Notes held by Broker-Dealers as contemplated by Section 3(c4(c) hereof. Notwithstanding any other provision hereof, the Company shall not be obligated to file a Prospectus with the securities commissions or similar regulatory authority in any of the provinces or territories of Canada.
(b) The Company shall use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after from and including the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Notes (and, at the Company’s option, the exchange notes in respect of the Company’s 7.000% Senior Notes due 2019) shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date within 30 Business Days (or longer if such 360th day is not a Business Day, required by applicable securities laws) of the next succeeding Business Day)Exchange Offer Effectiveness Target Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who which holds Initial Securities Notes that are Transfer Restricted Entitled Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Entitled Securities acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c7(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentencepreceding paragraph) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Mercer International Inc.)
Registered Exchange Offer. (a) Unless the an Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities of each applicable Series and the related Exchange Offer, Offer for the Transfer Restricted Securities of such Series and (ii) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities registered pursuant to such Exchange Offer Registration Statement to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the such Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange OfferOffer with respect to each Series of Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall use commercially reasonable efforts to Consummate such Exchange Offer with respect to each Series of Securities registered pursuant to such Exchange Offer Registration Statement not later than 366 days following the Closing Date (or if such 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company and the Guarantors shall not be required to Consummate such Exchange Offer if all of the Securities of each applicable Series are Freely Tradable (other than such Securities held by affiliates of the Company) on or before the Exchange Date. Such Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the each applicable Series of Transfer Restricted Securities and to permit resales of Initial such Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Company and the Guarantors shall use commercially reasonable efforts to cause the such Exchange Offer Registration Statement to be effective continuously and shall keep the such Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the such Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the such Exchange Offer is first sent or given mailed to the HoldersHolders of each Series of Securities registered pursuant to such Exchange Offer Registration Statement. The Company shall cause the such Exchange Offer to comply with all applicable federal and state securities laws. No securities other than each applicable Series of Exchange Securities shall be included in such Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the such Exchange Offer to be Consummated by no later the Exchange Date; provided, however, that the Company and the Guarantors shall not be required to Consummate such Exchange Offer if all of the Securities of each Series registered pursuant to such Exchange Offer Registration Statement are Freely Tradable (other than such Securities held by affiliates of the 360th day after Company) on or before the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Exchange Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the any Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are any Series of Transfer Restricted Securities to be registered pursuant to such Exchange Offer Registration Statement and that were acquired for its own account as a result of market-making activities or other trading activities (other than any Series of Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Transfer Restricted Securities pursuant to the such Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the such Exchange Securities received by such Broker-Dealer in the such Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the such Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial each Series of Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep the an Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial any Series of Transfer Restricted Securities registered under such Exchange Offer Registration Statement and acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the such Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. Notwithstanding anything in this Section 3 to the contrary, the requirements to file the Exchange Offer Registration Statement and the requirements to Consummate the Exchange Offer shall terminate at such time as all the Securities of each Series are Freely Tradable.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before as soon as practicable after the 270th day Closing Date, but in no event later than 180 days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not at the earliest possible time, but in no event later than 360 210 days after the Closing Date (or if such 360th 210th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days (or longer if required by applicable law) after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than the 360th day 240 days after the Closing Date (or if such 360th 240th day is not a Business Day, the next succeeding Business Day).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (American Renal Associates LLC)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Cross Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day within 180 days after the Closing Date (or if such 270th 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not later than 360 within 270 days after the Closing Date (or if such 360th 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and the Cross Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period at least 30 days (or longer, if required under applicable by U.S. federal and or state securities laws to Consummate or otherwise extended by the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days Company at its option) after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day within 300 days after the Closing Date (or if such 360th 300th day is not a Business Day, the next succeeding Business Day). As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities shall comply with the obligations set forth in Section 6(a)(ii).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and the Cross Guarantors shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Registered Exchange Offer. (a) Unless the Company determines, after consultation with counsel, either (x) that an Exchange Offer shall with respect to the Notes is not be permissible permitted by applicable law or Commission policy or (y) that such an Exchange Offer is not effective to make Exchange Notes freely tradeable to the extent contemplated hereby under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall shall: (i) use its commercially reasonable efforts to file or cause an Exchange Offer Registration Statement to be filed with the Commission on or before the 270th day and use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 365 days after the Closing Date (or if such 270th 365th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, ) (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (365th day or if such 360th day is not a Business Day, the next succeeding Business DayDay being the “Effectiveness Deadline”), (iiiii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may reasonably be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Act, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Exchange Offer Registration Statement, use its reasonable best efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of Initial Securities held Exchange Notes by Broker-Dealers that tendered the Exchange Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.
(b) The Company shall use its reasonable best efforts to cause the an Exchange Offer Registration Statement with respect to the Exchange Notes to be effective continuously and shall to keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date twenty (or if such 360th day is not a Business Day, the next succeeding Business Day20).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Hughes Satellite Systems Corp)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with)) the Company, each of the Company Subsidiary Guarantors and the Guarantors Parent Guarantor shall (i) use its commercially their reasonable best efforts to file or cause to be filed with the Commission on or before the 270th day as soon as practicable after the Closing Date (or if such 270th day is not a Business DayDate, but in no event later than 270 days after the next succeeding Business Day)Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities Notes and the Exchange Offer, (ii) use its commercially their reasonable best efforts to cause such the Registration Statement to become be declared effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)as promptly as possible, (iii) upon the effectiveness of such Registration Statement, commence the Exchange Offer, (iv) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, Offer and (ivv) upon the effectiveness of such Registration Statement, commence use their best efforts to Consummate the Exchange Offer. The Exchange Offer shall be on prior to 360 days after the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofClosing Date.
(b) The Company Company, the Subsidiary Guarantors and the Parent Guarantor shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable U.S. federal and state securities laws to Consummate the Exchange Offer; providedPROVIDED, howeverHOWEVER, that in no event shall such period be less than 20 Business Days after business days. No securities other than the date notice of Exchange Notes and the Guarantees shall be included in the Exchange Offer is first sent or given to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Registration Statement.
(c) The Company Company, the Subsidiary Guarantors and the Parent Guarantor shall indicate in a “"Plan of Distribution” or similar " section of the Prospectus contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “"underwriter” " within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “"Plan of Distribution” or similar " section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “"Plan of Distribution” or similar section " shall not name any such Broker-Dealer or disclose the amount of Initial Securities Notes held by any such Broker-Dealer except to the extent required by the Commission. The Company Company, the Subsidiary Guarantors and the Parent Guarantor shall use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities Exchange Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) at least 90 days from after the date on which Consummation of the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activitiesOffer. The Company Company, the Subsidiary Guarantors and the Parent Guarantor shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Medvest Holdings Corp)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of or there are no Transfer Restricted Securities outstanding, the Company and the Guarantors Issuer shall (i) use its commercially reasonable efforts to file or cause to be filed with no later than the Commission on or before the 270th day date that is 180 days after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)“Filing Date”) with the Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective not in no event later than 360 the date that is 270 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day“Effectiveness Date”), (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its reasonable best efforts to cause all necessary filings in connection with the registration and or qualification (or exemption therefrom) of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, subject to the proviso contained in Section 6(c)(xi) hereof, and (iv) upon promptly after the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and any Guarantor shall use its reasonable best efforts to Consummate the Exchange Offer not later than 30 Business Days after the Effectiveness Date (the “Exchange Date”). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The Company and any Guarantor shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days 30 days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company Issuer shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company No securities other than the Exchange Securities shall use its commercially reasonable efforts to cause be included in the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Registration Statement.
(c) The Company Issuer shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the CompanyIssuer), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Each of the Company and any Guarantor shall use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent reasonably necessary to ensure that it is available for resales of Initial Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company Issuer shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (U.S. Well Services, LLC)
Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, each of the Company and the Guarantors shall use its reasonable best efforts to (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day)Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)effective, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A 430B under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use its reasonable best efforts to Consummate the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.
(b) The If an Exchange Offer Registration Statement is declared effective pursuant to Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Exchange Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.contained
Appears in 1 contract
Samples: Registration Rights Agreement (Republic Services, Inc.)
Registered Exchange Offer. (a) Unless If any of the Initial Securities are not Freely Tradable by the 366th calendar day following the Closing Date, then, unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall (i) use its commercially reasonable efforts to file or cause to be filed with the Commission on or before the 270th day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding Business Day), a an Exchange Offer Registration Statement with respect to a registered offer to exchange the Initial Securities for Exchange Securities under the Indenture in the same aggregate principal amount as and with terms that shall be identical in all respects to the Initial Securities Act relating to (except that the Exchange Securities shall not contain terms with respect to the interest rate step-up provision and the Exchange Offertransfer restrictions), (ii) use its their commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective not later than 360 days after under the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Securities Act, (iii) in connection with the foregoing, file or cause to be filed (A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of promptly after such Exchange Offer Registration StatementStatement is declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereofbelow.
(b) The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall use their commercially reasonable best efforts to keep the Exchange Offer open for a period of not less than the minimum period 30 calendar days (or longer if required under by applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days law) after the date notice of the Exchange Offer is first sent or given mailed to the Holders. The Company and the Guarantors shall cause the each Exchange Offer to comply with all applicable federal and state securities laws. The Company No securities other than the Securities (and guarantees thereof) shall use its commercially reasonable efforts to cause be included in the Exchange Offer Registration Statement. If an Exchange Offer Registration Statement is required pursuant to be Consummated by no later than Section 3(a) above, the 360th Company and the Guarantors shall use their commercially reasonable best efforts to Consummate the Exchange Offer, on or prior to the 366th calendar day after following the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day)Date.
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the any Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with must, therefore, deliver a prospectus meeting the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The If an Exchange Offer Registration Statement is required pursuant to Section 3(a) above, the Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof below to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent latest version of such Prospectus to each Broker-Dealer Dealers promptly upon request at any time during such 90180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
Appears in 1 contract
Samples: Registration Rights Agreement (Sandridge Energy Inc)
Registered Exchange Offer. (a) Unless the Company determines, after consultation with counsel, either (x) that an Exchange Offer shall with respect to the Notes is not be permissible permitted by applicable law or Commission policy or (y) that such an Exchange Offer is not effective to make Exchange Notes freely tradeable to the extent contemplated hereby under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof below have been complied with), each of the Company and the Guarantors shall shall: (i) use its commercially reasonable efforts to file or cause an Exchange Offer Registration Statement to be filed with the Commission on or before the 270th day and use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective no later than 365 days after the Closing Escrow Release Date (or if such 270th 365th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, ) (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective not later than 360 days after the Closing Date (365th day or if such 360th day is not a Business Day, the next succeeding Business DayDay being the “Effectiveness Deadline”), (iiiii) in connection with the foregoing, file or cause to be filed (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may reasonably be necessary in order to cause such Registration Statement it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act Act, and (C) cause all necessary filings filings, if any, in connection with the registration and qualification of the Exchange Securities Notes to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iviii) upon the effectiveness of such Exchange Offer Registration Statement, use its reasonable best efforts to commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Securities Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and to permit (ii) resales of Initial Securities held Exchange Notes by Broker-Dealers that tendered the Exchange Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereofbelow.
(b) The Company shall use its reasonable best efforts to cause the an Exchange Offer Registration Statement with respect to the Exchange Notes to be effective continuously and shall to keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is first sent or given to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated by no later than the 360th day after the Closing Date twenty (or if such 360th day is not a Business Day, the next succeeding Business Day20).
(c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must comply with the prospectus delivery requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company shall provide sufficient copies of the most recent version of such Prospectus to each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.
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