Registered Offering. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), you shall provide us with such number of copies of each preliminary prospectus, the Prospectus and any supplement thereto relating to each Registered Offering as we may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable Rules and regulations of the Securities and Exchange Commission thereunder. We represent that we are familiar with Rule 15c2-8 under the Exchange Act relating to the distribution of preliminary and final prospectuses and agree that we will comply therewith. We agree to keep an accurate record of our distribution (including dates, number of copies, and persons to whom sent) of copies of the Prospectus or any preliminary prospectus (or any amendment or supplement to any thereof), and promptly upon request by you, to bring all subsequent changes to the attention of anyone to whom such material shall have been furnished. We agree to furnish to persons who receive a confirmation of sale a copy of the Prospectus filed pursuant to Rule 424(b) or Rule 424(c) under the Securities Act. We agree that in purchasing Securities in a Registered Offering we will rely upon no statements whatsoever, written or oral, other than the statements in the Prospectus delivered to us by you. We will not be authorized by the issuer or other seller of Securities offered pursuant to a Prospectus or by any Underwriter to give any information or to make any representation not contained in the Prospectus in connection with the sale of such Securities. We will not use any free writing prospectus, unless consented to by you or authorized expressly in writing to you by the issuer in the Registered Offering.
Registered Offering. The offer and sale of the Shares have been registered on a Form SB-2 registration statement, Registration No. 333-101055 ("Registration Statement"), which Registration Statement has been declared effective by the Securities and Exchange Commission (the "Commission") and the Company has not received notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statements or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statements, either temporarily or permanently, or intends or has threatened in writing to do so. The Company has delivered to Purchaser the prospectus that constitutes a part of the Registration Statement.
Registered Offering. Provided that the Company fails to raise capital in connection with the Rights Offering, the Company shall use best commercial efforts (and shall provide evidence to the Purchaser of the same) to raise capital pursuant to a public offering of shares of its Common Stock to accredited investors, which such Common Stock shall be registered pursuant to applicable securities laws, subject to the terms and conditions to be contained in the documents to be hereinafter executed in connection herewith (the “Registered Offering”); and
Registered Offering. The offer and sale of the Shares have been registered on a Form SB-2 registration statement, Registration No. 333-101055 ("Registration Statement"), which Registration Statement has been declared effective by the Securities and Exchange Commission (the "Commission") and the Company has not received notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statements or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statements, either temporarily or permanently, or intends or has threatened in writing to do so. The Company has delivered to Purchaser by electronic means the prospectus that constitutes a part of the Registration Statement, and Purchaser consents to electronic delivery of the prospectus.
Registered Offering. The offer and sale of the Shares have been registered on a Form S-3 registration statement, Registration No. 333-102351 (“Registration Statement”), which Registration Statement has been declared effective by the Securities and Exchange Commission. When issued against payment therefore, the Shares will be free of any resale restrictions and the certificates representing the Shares will not contain any restrictive legends. The Company shall deliver to Purchaser the prospectus that constitutes a part of the Registration Statement and a prospectus supplement regarding the sale of the Shares pursuant hereto.
Registered Offering. Promptly following the execution -------------------- and delivery of this Agreement by each of the parties hereto (other than the Financial Institutions) and the Letter of Undertakings by each of the parties thereto, the Company shall file a registration statement under the Securities Act contemplating a registered public offering of, and FT and the Company thereafter promptly shall commence a registered public offering (the "Registered ---------- Offering") pursuant to which FT will offer, on an underwritten basis, no fewer -------- than the Threshold Number of shares of Common Stock. Prior to the filing of such registration statement, FT will cause, and the Company and CCUK will facilitate, the conversion or exchange of such portion of the FT Interest into shares of Common Stock as is necessary to permit FT to consummate the Registered Offering as contemplated by this Agreement. If prior to the commencement of the "road show" for the Registered Offering, developments occur in connection with a proposed private placement, strategic sale or other disposition of all or a portion of the FT Interest that could reasonably be expected to require amendment or supplementation of the registration statement pursuant to which the Registered Offering is being made, then FT may elect to delay the commencement of such "road show". No such election shall affect any other provision of this Agreement or extend any time period set forth herein.
Registered Offering. (a) Except in the case in which the Merger is an All-Cash Transaction, Parent shall prepare and within one month following the date of this Agreement file a Registration Statement (the “Registration Statement”) for the registration of the Parent Common Stock expected to be included in the Final Merger Consideration on Form S-4 under the 1933 Act with the SEC and each of Parent and the Company shall cooperate to, and shall, use commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable and to maintain the effectiveness of the Registration Statement through the Effective Time. The Company shall cooperate with, and provide information to, Parent in connection with the Registration Statement, including such financial statements and other information with respect to the Company as may be required to be filed therewith. Parent shall advise the Company promptly after it receives notice of (i) the Registration Statement being declared effective or any supplement or amendment thereto being filed with the SEC, (ii) the issuance of any stop order in respect of the Registration Statement, and (iii) the receipt of any correspondence, comments or requests from the SEC in respect of the Registration Statement. Each of Parent and Company shall also cooperate to, and shall, take such other reasonable actions (other than qualifying to do business in any jurisdiction in which it is not so qualified) required to be taken under any applicable state securities laws in connection therewith. Parent will pay all customary expenses in connection with the Registration Statement, including, without limitation, registration fees, legal and accounting fees, listing fees, transfer agent fees and printing and mailing costs related to the Registration Statement.
(b) None of the information supplied by the Company to Parent or any representative thereof in connection with the Registration Statement or any other document prepared to comply with federal or state securities laws shall contain, at the time such information is provided to Parent and at the time of any mailing or filing, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. None of the information supplied by Parent to the Company or any representative thereof in connection with the Registration Statement or...
Registered Offering. The offer and sale of the Shares, Warrants and the shares of common stock issuable upon exercise of the Warrants (the "Warrant Shares") have been registered on Form S-3 registration statements, Registration No. 333-69652 and No. 333-76432 ("Registration Statements"), which Registration Statements have been declared effective by the Securities and Exchange Commission (the "Commission") and the Company has not received notice that the Commission has issued or intends to issue a stop order with respect to the Registration Statements or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statements, either temporarily or permanently, or intends or has threatened in writing to do so. The Company shall deliver to Purchaser the prospectus that constitutes a part of the Registration Statements and a prospectus supplement regarding the sale of the Shares, Warrants and Warrant Shares pursuant hereto. The Company shall use its good faith efforts to file with the Commission by July 22, 2002 prospectus supplements under Rule 424(b) of the Securities Act of 1933, as amended, to the Registration Statements in order to evidence and disclose the offer and sale of the Shares and the Warrants hereunder.
Registered Offering. (a) On or before the Closing Date, the Registration Statement will be declared effective by the Commission under the Securities Act and include the registration of the original issuance of the Shares of Common Stock purchased by the Purchaser pursuant to this Agreement.
(b) If not completed on or prior to the Closing Date, then promptly after the Closing Date, the Company shall take all requisite action to list the Shares for trading on Nasdaq.
Registered Offering. Notwithstanding anything in the foregoing to the contrary, the Company shall be permitted, upon prior written notice to the Buyer, to issue and sell its Common Stock or securities, convertible into its Common Stock in a registered offering (the "Registered Offering"), provided, that the proceeds of such Registered Offering shall be applied solely to redeem the Preferred Stock in accordance with the terms of the Certificate of Designation.
