Registration and Qualification. If and whenever MSCI is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable: (a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered; (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below; (c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering; (d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction; (e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements; (f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; (g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed; (h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and (i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 4 contracts
Samples: Shareholder Agreement (MSCI Inc.), Shareholder Agreement (MSCI Inc.), Shareholder Agreement (MSCI Inc.)
Registration and Qualification. If and whenever MSCI Next Level is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 2.1 or a Piggyback Registration2.2, MSCI Next Level shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of the 90-day period three months after such registration statement becomes effective; provided, that, that such 90three-day month period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI Next Level to (y) the date on which MSCI Next Level delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and upon request a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-self- regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such U.S. jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI that Next Level shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) use commercially reasonable efforts (i) use its reasonable best efforts to furnish to each Holder of the Holders of Registrable Securities included in such registration (each, a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI Next Level addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ) and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI Next Level included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Sections 2.1 or Piggyback Registration 2.2 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A Common Stock common equity securities of MSCI is Next Level are then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI Next Level to attend and participate in any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI Next Level or such officers in connection with such attendance to be paid by MSCINext Level; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 2.1 or Piggyback Registration 2.2 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 3 contracts
Samples: Registration Rights Agreement (Motorola Inc), Registration Rights Agreement (Next Level Communications Inc), Registration Rights Agreement (Next Level Communications Inc)
Registration and Qualification. If and whenever MSCI is required to effect a Demand Registration the Issuer effects the registration of any Registrable Securities under the 1933 Act as provided in Section 2.01 or a Piggyback Registration2.02, MSCI the Issuer shall as promptly as practicable:practicable (but subject, in the case of any registration as provided in Section 2.02, to the provisions thereof):
(a) prepareprepare and file with the Commission (within 30 days after such request) a registration statement (as well as any necessary supplements and amendments thereto) which counsel for the Issuer shall deem appropriate on such form as shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof (including, file if requested by the Holders making a Demand Request, distributions under a Rule 415 Offering) and use its reasonable best efforts to cause such registration statement to become effective and remain effective until the earlier to occur of (i) such time as all Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition set forth in such registration statement (but in no event before the expiration of the 90-day period referred to in Section 4(3) of the 1933 Act and Rule 174 promulgated thereunder, if applicable) and (ii) the expiration of (A) in the case of a Demand Registration that is a Rule 415 Offering, twelve months after such registration statement becomes effective, (B) in the case of a Demand Registration that is an underwritten offering, 120 days after such registration statement becomes effective and (C) in the case of any other Demand Registration, 180 days after such registration statement becomes effective, which period shall be extended in the case of any Demand Registration by the number of days in any Section 2.04 Period and/or Section 2.06(e) Period applicable to such Demand Registration; provided, however, that, before filing a registration statement under or prospectus or any amendments or supplements thereto, the Issuer shall (x) provide counsel selected by Selling Holders owning a majority of such Registrable Securities Act relating with an opportunity to participate in the preparation of such registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the Commission, which shall be subject to the Registrable Securities review and approval (which approval shall not be unreasonably withheld) of such counsel, and (y) notify each Selling Holder and such counsel of any stop order issued or, to be offeredthe best knowledge of the Issuer, threatened by the Commission and take all reasonable action required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier to occur of (i) such time as all of such Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) but in no event before the expiration of the 90-day period referred to in Section 4(3) of the 1933 Act and Rule 174 promulgated thereunder, if applicable) and (ii) the expiration of (A) in the case of a Demand Registration that is a Rule 415 Offering, twelve months after such registration statement becomes effective; provided, that(B) in the case of a Demand Registration that is an underwritten offering, 120 days after such 90-day registration statement becomes effective and (C) in the case of any other Demand Registration, 180 days after such registration statement becomes effective, which period shall be extended for such number in the case of days that equals any Demand Registration by the number of days elapsing from (xin any Section 2.04 Period and/or Section 2.06(e) Period applicable to such Demand Registration, and comply with the date provisions of the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers 1933 Act with respect to the Holders disposition of Registrable Securities all securities covered by such registration statement during such period in accordance with the supplement or amendment contemplated by paragraph (f) belowintended methods of disposition set forth in such registration statement;
(c) furnish to the Holders each Holder of such Registrable Securities and to any underwriter of such Registrable Securities Securities, prior to the filing of such number of conformed registration statement, copies of such registration statement as proposed to be filed and thereafter such number of copies of such registration statement, each such amendment and supplement thereto (in each case case, including all exhibitsexhibits thereto), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities 1933 Act, such documents incorporated by reference in such registration statement or prospectus, prospectus and such other documents, documents as the Holders of Registrable Securities such Holder or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all such Registrable Securities covered by under such registration statement under the other securities or blue sky laws of such jurisdictions as the Holders each Holder of such Registrable Securities or any underwriter to covered by such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, Registration Statement requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders of Registrable Securities or any each such underwriter Holder to consummate the disposition of the Registrable Shares held by such Holder in such jurisdictions of its Registrable Securities covered by such registration statementjurisdictions; provided, that, MSCI provided that the Issuer shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction in which it would not otherwise be required to qualify but for this Section 2.06(d), (ii) subject itself to taxation in any such jurisdiction wherein it is not so qualified or to (iii) consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to promptly notify each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration such Registrable Securities is required to be delivered under 1933 Act, upon discovery that, or upon the Securities Act of the happening occurrence of any event as a result of which which, the prospectus included in such registration statement, as then in effect, includes statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading, and made or (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction Governmental Entity for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at case the request of the Selling Holders Issuer shall promptly prepare a supplement or amendment to such prospectus and furnish to the each Selling Holders Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered after delivery to the purchasers of such Registrable Securities, such prospectus shall not include contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they are made, not misleadingwere made (the number of days from (x) the date the written notice contemplated by this paragraph (e) is given by the Issuer to (y) the date on which the Issuer delivers to the Selling Holders the supplement or amendment contemplated by this paragraph (e) is referred to in this Agreement as a "Section 2.06(e) Period");
(f) use its best efforts to cause such Registrable Securities to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of the Issuer to enable each Holder of Registrable Securities covered by such Registration Statement to consummate the disposition of the Registrable Securities held by such Holder;
(g) if enter into and perform customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably requested by required in order to expedite or facilitate the lead or managing underwriters, use its reasonable best efforts to list all disposition of such Registrable Securities covered by Securities, and each Selling Holder shall also enter into and perform its obligations under such registration on each securities exchange on which the Class A Common Stock of MSCI is then listedagreements;
(h) make available for inspection by any lead or managing underwriter participating in any disposition pursuant to such registration statement, any Selling Holder, counsel selected by Selling Holders owning a majority of such Registrable Securities, counsel for any Selling Holder and any attorney, accountant or other agent retained by any lead or managing underwriter, the Selling Holders owning a majority of such Registrable Securities or any Selling Holder (collectively, the "Inspectors") all financial and other records, pertinent corporate documents and properties of the Issuer (collectively, the "Records") as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibility and cause the Issuer's officers, directors and employees and the independent public accountants of the Issuer to supply all information reasonably requested by any such Inspector in connection with such registration statement; Records that the Issuer determines, in good faith, to be confidential and in respect of which the Issuer notifies each Selling Holder that such Records are confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the applicable registration statement (in which case, the Selling Holders shall cooperate with the Issuer in seeking confidential treatment of such Records) or (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; each Selling Holder agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Issuer and allow the Issuer, at the Issuer's expense, to undertake appropriate action to prevent disclosure of such Records;
(i) in the event such sale is effected pursuant to an underwritten offering, obtain a "cold comfort" letter from the Issuers's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as counsel for the lead or managing underwriter, counsel for Selling Holders owning a majority of such Registrable Securities or counsel for any Selling Holder reasonably requests;
(j) furnish, at the request of any Selling Holder, on the date such Registrable Securities are delivered to any underwriter for sale pursuant to such registration or, if such Registrable Securities are not being sold through any underwriter, on the date the registration statement with respect to such Registrable Securities becomes effective, an opinion, dated as of such date, of counsel representing the Issuer for the purposes of such registration, addressed to the underwriters, if any, and to each Selling Holder, covering such legal matters with respect to the registration as any Selling Holder may reasonably request and are customarily included in such opinions;
(k) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to each Selling Holder, as soon as reasonably practicable, an earnings statement covering a period of 12 months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the 1933 Act;
(l) cause all such Registrable Securities to be quoted on each interdealer quotation system or listed on each securities exchange, if any, on which other securities of the same class issued by the Issuer are then quoted or listed (subject to notice of issuance); provided that the applicable listing requirements are satisfied;
(m) use its best efforts to assist the Selling Holders in the marketing of Registrable Securities in connection with underwritten offerings (including, to the extent reasonably requested by the lead or managing underwritersconsistent with work commitments, send appropriate using reasonable efforts to have officers of MSCI to the Issuer attend any “"road shows” " and analyst or investor presentations scheduled in connection with any such registration), with all out-of-pocket costs and expense expenses incurred by MSCI the Issuer or such officers in connection with such attendance or assistance to be paid by MSCI; andthe Holders as provided in Section 2.05;
(in) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Section 2.01 or Piggyback Registration 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters; and
(o) keep each Selling Holder advised in writing as to the initiation and progress of such registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Cdnow Inc/Pa), Registration Rights Agreement (Time Warner Inc/), Registration Rights Agreement (Time Warner Inc/)
Registration and Qualification. If and whenever MSCI the Company is required to use its commercially reasonable efforts to effect the registration of any of the Shares under the Securities Act as provided in Sections 2 and 3, including an underwritten offering pursuant to a Demand Registration or a Piggyback Shelf Registration, MSCI the Company shall as promptly as practicableuse its commercially reasonable efforts to:
(a) prepareas promptly as practicable (and, in any event within 30 days (in the case of a registration statement on Form S-3) or 90 days (in the case of all other registration statements)) after the date of any demand under Section 2, prepare and file with the SEC a registration statement with respect to such Shares and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after the initial filing thereof (provided that, before filing a registration statement under or prospectus or any amendment or supplement thereto, the Securities Act relating Company shall furnish to the Registrable Securities Selling Holders and the underwriters or dealer managers, if any, copies of all such documents proposed to be offeredfiled (which documents shall be subject to the review and comment of such counsel) and the Company shall not file with the SEC any registration statement or prospectus or amendments or supplements thereto to which the Selling Holders or the underwriters or dealer managers, if any, shall reasonably object);
(b) except in the case of a Shelf Registration effected on Form S-3, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Shares until the earlier of (i) such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and or (ii) the expiration of the 90-day period 60 days after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such plus the number of days that equals any filing or effectiveness has been delayed under Section 2.1(b);
(c) in the case of a Shelf Registration effected on Form S-3, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the earlier of (i) 36 months after the effective date of such registration statement plus the number of days elapsing from that any filing or effectiveness has been delayed under Section 2.1(b) and/or suspended under Section 4.3(a), and (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (yii) the date on which MSCI delivers all the Shares subject thereto have been sold pursuant to such registration statement (the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below“Shelf Effective Period”);
(cd) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities underwriter(s) such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, prospectus and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter underwriter(s) may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(de) use its reasonable best efforts to register or qualify all Registrable Securities of the Shares covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities Shares shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities the Shares covered by such registration statement; provided, that, MSCI except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachthe Selling Holders, a “Selling Holder”) and addressed to any underwriter of such Registrable Securities them, an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), Company and (ii) use its reasonable best efforts to furnish to each the Selling Holder Holders, addressed to them, a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited certified the Company’s financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request andrequest, in each case, in form and substance and as of the case of such accountants’ letter, with respect to events subsequent dates reasonably satisfactory to the date of such financial statementsSelling Holders;
(fg) as promptly as practicable, notify the Selling Holders and the managing underwriter(s), if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (iA) when the applicable registration statement or any amendment thereto has been filed or becomes effective, when the applicable prospectus or any amendment or supplement to such prospectus has been filed, (B) of any comments (written or oral) by the SEC or any request by the SEC or any other federal or state governmental authority (written or oral) for amendments or supplements to such registration statement or such prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or any order preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement or dealer manager agreement cease to be true and correct and in all material respects, and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(h) immediately notify the Selling Holders and the managing underwriter(s), if any, at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders or the underwriter(s) prepare and file with the SEC (and furnish to the Selling Holders and the underwriter(s) or dealer manager(s) a reasonable number of copies of of) a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gi) if reasonably requested by permit any Selling Holder(s) comprising holders of a majority of the lead Shares to be included in such registration, in their sole and exclusive judgment, to participate in the preparation of such registration or managing underwriterscomparable statement (including but not limited to having prompt access to any SEC comment letters or other communications in connection with such registration and the Company’s responses thereto) and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Selling Holder(s) and their counsel should be included;
(j) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to list all obtain the withdrawal of such Registrable Securities order;
(k) in the case of a Demand Registration relating to an underwritten offering, cause the senior executive officers of the Company, as selected by mutual agreement of the Company and the Selling Holders to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto, including participation of such officers in road show presentations, except to the extent that such participation materially interferes with the management of the Company’s business; provided that the effectiveness period for any Demand Registration shall be increased on a day-for-day basis by the period of time that management cannot participate; and
(l) cause the Shares covered by such registration on each statement to be registered with or approved by such other government agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Shares. The Company may require the Selling Holders to furnish the Company with such information regarding the Selling Holders and the distribution of such Shares as the Company may from time to time reasonably request in writing and as shall be required by law, the SEC or any securities exchange on which the Class A any shares of Common Stock of MSCI is are then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled listed for trading in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance . Each Selling Holder will as promptly as reasonably practicable notify the Company at any time when a prospectus relating thereto is required to be paid delivered (or deemed delivered) under the Securities Act, of the occurrence of an event, of which such Selling Holder has knowledge, relating to such Selling Holder or its disposition of Shares thereunder requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered (or deemed delivered) to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Xxxx Foods agrees, and any other Selling Holder agrees by MSCI; and
acquisition of such Shares, that, upon receipt of any written notice from the Company of the occurrence of any event of the kind described in Section 4.1(h), such Selling Holder will forthwith discontinue disposition of Shares pursuant to such registration statement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.1(h), or until such Selling Holder is advised in writing by the Company that the use of the prospectus may be resumed, and if so directed by the Company, such Selling Holder will deliver to the Company (at the Company’s expense) all copies, of the prospectus covering such Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the period during which the applicable registration statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Shares covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4.1(h) or is advised in writing by the Company that the use of the prospectus may be resumed. No Selling Holder may participate in any underwritten offering or registered exchange offer hereunder unless such Selling Holder (i) so long as agrees to sell such Selling Holder’s securities on the board of directors of MSCI shall not have basis provided by resolution in any underwriting arrangements or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested dealer manager agreements approved by the Selling Holders Company or other Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, dealer manager agreements, and other documents reasonably required under the underwritersterms of such underwriting arrangements or this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Dean Foods Co), Registration Rights Agreement (WHITEWAVE FOODS Co), Registration Rights Agreement (WHITEWAVE FOODS Co)
Registration and Qualification. If and whenever MSCI the Company is required to use its commercially reasonable efforts to effect the registration of any of the Shares under the Securities Act as provided in Sections 2 and 3, including an underwritten offering pursuant to a Demand Registration or a Piggyback Shelf Registration, MSCI the Company shall as promptly as practicableuse its commercially reasonable efforts to:
(a) prepareas promptly as practicable (and, in any event within 30 days (in the case of a registration statement on Form S-3) or 90 days (in the case of all other registration statements)) after the date of any demand under Section 2, prepare and file with the SEC a registration statement with respect to such Shares and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after the initial filing thereof (provided that, before filing a registration statement under or prospectus or any amendment or supplement thereto, the Securities Act relating Company shall furnish to the Registrable Securities Selling Holders and the underwriters or dealer managers, if any, copies of all such documents proposed to be offeredfiled (which documents shall be subject to the review and comment of such counsel) and the Company shall not file with the SEC any registration statement or prospectus or amendments or supplements thereto to which the Selling Holders or the underwriters or dealer managers, if any, shall reasonably object);
(b) except in the case of a Shelf Registration effected on Form S-3, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Shares until the earlier of (i) such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and or (ii) the expiration of the 90-day period 120 days after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such plus the number of days that equals any filing or effectiveness has been delayed under Section 2.1(b);
(c) in the case of a Shelf Registration effected on Form S-3, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the earlier of (i) 36 months after the effective date of such registration statement plus the number of days elapsing from that any filing or effectiveness has been delayed under Section 2.1(b) and/or suspended under Section 4.3(a) and (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (yii) the date on which MSCI delivers all the Shares subject thereto have been sold pursuant to such registration statement (the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below“Shelf Effective Period”);
(cd) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities underwriter(s) such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, prospectus and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter underwriter(s) may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(de) use its reasonable best efforts to register or qualify all Registrable Securities of the Shares covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities Shares shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities the Shares covered by such registration statement; provided, that, MSCI except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachthe Selling Holders, a “Selling Holder”) and addressed to any underwriter of such Registrable Securities them, an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), Company and (ii) use its reasonable best efforts to furnish to each the Selling Holder Holders, addressed to them, a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited certified the Company’s financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request andrequest, in each case, in form and substance and as of the case of such accountants’ letter, with respect to events subsequent dates reasonably satisfactory to the date of such financial statementsSelling Holders;
(fg) enter into such customary agreements (including, if applicable, an underwriting agreement containing customary provisions for indemnification and contribution covering the underwriters and their affiliates) and take such other actions as promptly as practicablethe Selling Holders shall reasonably request in order to expedite or facilitate the disposition of such Shares (it being understood that the relevant Selling Holders may be parties to any such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Selling Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);
(h) notify the Selling Holders and the managing underwriter(s), if any and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable registration statement or any amendment thereto has been filed or becomes effective, when the applicable prospectus or any amendment or supplement to such prospectus has been filed, (B) of any comments (written or oral) by the SEC or any request by the SEC or any other federal or state governmental authority (written or oral) for amendments or supplements to such registration statement or such prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or any order preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement or dealer manager agreement cease to be true and correct and in all material respects and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(i) comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, as soon as reasonably practicable after the effective date of the relevant registration statement (and in any event within 90 days after the end of such twelve month period described hereafter), an earnings statement (which need not be audited) covering the period of at least twelve consecutive months beginning with the first day of the Company’s first calendar quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(j) immediately notify the Selling Holders and the managing underwriter(s), if any, at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders or the underwriter(s) prepare and file with the SEC (and furnish to the Selling Holders and the underwriter(s) or dealer manager(s) a reasonable number of copies of of) a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gk) if reasonably requested by permit any Selling Holder(s) comprising holders of a majority of the lead Shares to be included in such registration, in their sole and exclusive judgment, to participate in the preparation of such registration or managing underwriterscomparable statement (including but not limited to having prompt access to any SEC comment letters or other communications in connection with such registration and the Company’s responses thereto) and to require the insertion therein of material, use its furnished to the Company in writing, which in the reasonable best efforts judgment of such Selling Holder(s) and their counsel should be included;
(l) provide and cause to list be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(m) provide a CUSIP number for all such Shares, not later than the effective date of the relevant registration statement;
(n) make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company’s businesses and the requirements of the marketing process) in the marketing of such Shares in any underwritten offering;
(o) cooperate with the relevant Selling Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Shares to be sold, and cause such Shares to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Shares to the underwriters or, if not an underwritten offering, in accordance with the instructions of the relevant Selling Holders at least three business days prior to any sale of Shares and instruct any transfer agent and registrar of Shares to release any stop transfer orders in respect thereof;
(p) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Shares;
(q) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(r) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal of such order;
(s) in the case of a Demand Registration relating to an underwritten offering, cause the senior executive officers of the Company, as selected by mutual agreement of the Company and the Selling Holders to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto, including participation of such officers in road show presentations, except to the extent that such participation materially interferes with the management of the Company’s business; provided that the effectiveness period for any Demand Registration shall be increased on each a day-for-day basis by the period of time that management cannot participate; and
(t) cause the Shares covered by such registration statement to be registered with or approved by such other government agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Shares. The Company may require the Selling Holders to furnish the Company with such information regarding the Selling Holders and the distribution of such Shares as the Company may from time to time reasonably request in writing and as shall be required by law, the SEC or any securities exchange on which the Class A any shares of Common Stock of MSCI is are then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled listed for trading in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance . Each Selling Holder will as promptly as reasonably practicable notify the Company at any time when a prospectus relating thereto is required to be paid delivered (or deemed delivered) under the Securities Act, of the occurrence of an event, of which such Selling Holder has knowledge, relating to such Selling Holder or its disposition of Shares thereunder requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered (or deemed delivered) to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Ashland agrees, and any other Selling Holder agrees by MSCI; and
acquisition of such Shares, that, upon receipt of any written notice from the Company of the occurrence of any event of the kind described in Section 4.1(j), such Selling Holder will forthwith discontinue disposition of Shares pursuant to such registration statement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.1(j), or until such Selling Holder is advised in writing by the Company that the use of the prospectus may be resumed, and if so directed by the Company, such Selling Holder will deliver to the Company (at the Company’s expense) all copies, of the prospectus covering such Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the period during which the applicable registration statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Shares covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4.1(j) or is advised in writing by the Company that the use of the prospectus may be resumed. No Selling Holder may participate in any underwritten offering or registered exchange offer hereunder unless such Selling Holder (i) so long as agrees to sell such Selling Holder’s securities on the board of directors of MSCI shall not have basis provided by resolution in any underwriting arrangements or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested dealer manager agreements approved by the Selling Holders Company or other Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, dealer manager agreements, and other documents reasonably required under the underwritersterms of such underwriting arrangements or this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Valvoline Inc), Registration Rights Agreement (Ashland LLC), Registration Rights Agreement (Valvoline Inc)
Registration and Qualification. If and whenever MSCI Holdings is required to use its best efforts to effect the registration of any of the Shares under the Securities Act as provided in Sections 2 and 3, including an underwritten offering pursuant to a Demand Registration or a Piggyback Shelf Registration, MSCI shall Holdings will as promptly as is practicable:
(a) prepareprepare and file (provided, file that in no event (other than as provided in Section 2.1(b)) shall such registration statement be filed later than 45 days following written notice of any Holder of a Demand Registration pursuant to Section 2.1) with the SEC a registration statement with respect to such Shares and use its reasonable best efforts to cause such registration statement to become effective a effective; provided that as far in advance as practicable before filing such registration statement under the Securities Act relating or any amendment thereto, Holdings will furnish to the Registrable Securities Selling Holders copies of reasonably complete drafts of all such documents prepared to be offeredfiled (including exhibits), and any such Selling Holder shall have the opportunity to object to any information contained therein and Holdings will make corrections reasonably requested by such Holder with respect to such information prior to filing any such registration statement or amendment;
(b) except in the case of a Shelf Registration, Convertible Registration or Exchange Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Shares until the earlier of (i) such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and or (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided;
(c) in the case of a Shelf Registration (but not including any Convertible Registration), that, prepare and file with the SEC such 90-day amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period shall be extended for ending on the earlier of (i) 24 months after the effective date of such number of days that equals the number of days elapsing from registration statement and (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (yii) the date on which MSCI delivers all the Shares subject thereto have been sold pursuant to such registration statement (the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below"Shelf Effective Period");
(cd) in the case of a Convertible Registration or an Exchange Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares subject thereto until such time as the rules, regulations and requirements of the Securities Act and the terms of the Convertible Securities no longer require such Shares to be registered under the Securities Act (the "Convertible Effective Period");
(e) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibitsexhibits and documents incorporated by reference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(df) use its reasonable best efforts to register or qualify all Registrable Securities of the Shares covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities Shares shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which that may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities the Shares covered by such registration statement; provided, that, MSCI except that Holdings shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to the Selling Holders (and each Holder of Registrable Securities included in such registration (eachunderwriter, a “Selling Holder”) and if any), addressed to any underwriter of such Registrable Securities them, an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), Holdings and (ii) use its reasonable best efforts to furnish to each the Selling Holder Holders, addressed to them, a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the certified Holdings' financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request andrequest, in each case, in form and substance and as of the case of such accountants’ letter, with respect to events subsequent dates reasonably satisfactory to the date of such financial statementsSelling Holders;
(fh) as promptly as practicable, immediately notify the Selling Holders in writing (i) Holders, at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders as soon as reasonably practicable following such request a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gi) if permit any Selling Holder, which in such Selling Holder's sole and exclusive judgment, might reasonably requested be deemed to be an underwriter or a controlling person of Holdings, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to Holdings in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(j) to make reasonably available members of management of Holdings, as selected by the lead Holders of a majority of the Shares included in such registration, for assistance in the selling effort relating to the Shares covered by such registration, including, but not limited to, the participation of such members of Holdings' management in road show presentations;
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or managing underwritersof any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, Holdings shall use it best efforts promptly to obtain the withdrawal of such order;
(l) use its reasonable best efforts to list all such Registrable Securities cause Shares covered by such registration on each securities exchange on which statement to be registered with or approved by such other government agencies or authorities as may be necessary to enable the Class A Common Stock sellers thereof to consummate the disposition of MSCI is then listedsuch Shares;
(hm) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, including the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder, and make available to its security holders, as soon as reasonably practicable (but not more than fifteen (15) months) after the effective date of the registration statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(n) enter into such agreements and take such other actions as a majority of the Selling Holders shall reasonably request in order to expedite or facilitate the disposition of such Shares; and
(o) immediately notify each Selling Holder:
(i) when such registration statement or any prospectus used in connection therewith, or any amendment or supplement thereto, has been filed and, with respect to such registration statement or any post-effective amendment thereto, when the same has become effective;
(ii) of any written comments from the SEC with respect to any filing referred to in clause (a) and of any written request by the SEC for amendments or supplements to such registration statement or prospectus;
(iii) of the notification to Holdings by the SEC of its initiation of any proceeding with respect to, or of the issuance by the SEC of, any stop order suspending the effectiveness of such registration statement; and
(iv) of the receipt by Holdings of any notification with respect to the extent reasonably requested suspension of the qualification of any Shares for sale under the applicable securities or blue sky laws of any jurisdiction. Holdings may require the Selling Holders to furnish Holdings with such information regarding the Selling Holders and the distribution of such Shares as Holdings may from time to time request in writing, which is required by law, the lead SEC or managing underwriters, send appropriate officers any securities exchange or interdealer quotation system on which any shares of MSCI to attend any “road shows” scheduled Common Stock are then listed or quoted for trading in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 3 contracts
Samples: Registration Rights Agreement (Expressjet Holdings Inc), Registration Rights Agreement (Expressjet Holdings Inc), Registration Rights Agreement (Expressjet Holdings Inc)
Registration and Qualification. If and whenever MSCI the Company is required by the provisions of this Agreement to effect a Demand Registration the registration of any Registrable Securities under the 1933 Act as provided in Section 2.01 or a Piggyback Registration2.02, MSCI the Company shall as promptly as practicable:practicable (but subject, in the case of any registration as provided in Section 2.02, to the provisions thereof):
(a) prepare, prepare and file with the Commission (within 60 days after such request) a registration statement (as well as any necessary supplements and amendments thereto) which counsel for the Company shall deem appropriate on such form as shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof and use its reasonable best efforts to cause such registration statement to become effective and remain effective until the earlier to occur of (i) such time as all Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition set forth in such registration statement (but in no event before the expiration of the 90-day period referred to in Section 4(3) of the 1933 Act and Rule 174 promulgated thereunder, if applicable) and (ii) 120 days after such registration statement becomes effective which period shall be extended in the case of any Demand Registration by the number of days in any Section 2.04 Period and/or Section 2.06(e) Period applicable to such Demand Registration; provided, however, that, before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, the Securities Act relating Company shall (x) provide counsel selected by the Investor with an opportunity to participate in the preparation of such registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the Commission, which shall be subject to the Registrable Securities review and approval (which approval shall not be unreasonably withheld) of such counsel, and (y) notify each Selling Holder and such counsel of any stop order issued or, to be offeredthe best knowledge of the Company, threatened by the Commission and take all reasonable action required to prevent the entry of such stop order or to remove it if entered;
(b) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier to occur of (i) such time as all of such Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) but in no event before the expiration of the 90-day period referred to in Section 4(3) of the 1933 Act and Rule 174 promulgated thereunder, if applicable) and (ii) 120 days after such registration statement becomes effective; provided, that, such 90-day effective which period shall be extended for such number in the case of days that equals any Demand Registration by the number of days elapsing from (xin any Section 2.04 Period and/or Section 2.06(e) Period applicable to such Demand Registration, and comply with the date provisions of the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers 1933 Act with respect to the Holders disposition of Registrable Securities all securities covered by such registration statement during such period in accordance with the supplement or amendment contemplated by paragraph (f) belowintended methods of disposition set forth in such registration statement;
(c) furnish furnish, without charge, to the Holders each Holder of such Registrable Securities and to any underwriter of such Registrable Securities Securities, prior to the filing of such number of conformed registration statement, copies of such registration statement as proposed to be filed and thereafter such number of copies of such registration statement, each such amendment and supplement thereto (in each case case, including all exhibitsexhibits thereto), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities 1933 Act, such documents incorporated by reference in such registration statement or prospectus, prospectus and such other documents, documents as the Holders of Registrable Securities such Holder or such underwriter may reasonably request, and a copy in order to facilitate the sale of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offeringRegistrable Securities by the Selling Holders;
(d) use its commercially reasonable best efforts to register or qualify all such Registrable Securities covered by under such registration statement under the other securities or blue sky laws of such jurisdictions as the Holders each Holder of such Registrable Securities or any underwriter to covered by such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, Registration Statement requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders of Registrable Securities or any each such underwriter Holder to consummate the disposition of the Registrable Shares held by such Holder in such jurisdictions of its Registrable Securities covered by such registration statementjurisdictions; provided, that, MSCI provided that the Company shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction in which it would not otherwise be required to qualify but for this Section 2.06(d), (ii) subject itself to taxation in any such jurisdiction wherein it is not so qualified or to (iii) consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to promptly notify each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration such Registrable Securities is required to be delivered under 1933 Act, upon discovery that, or upon the Securities Act of the happening occurrence of any event as a result of which which, the prospectus included in such registration statement, as then in effect, includes statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading, and made or (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction Governmental Entity for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at case the request of the Selling Holders Company shall promptly prepare a supplement or amendment to such prospectus and furnish to the each Selling Holders Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered after delivery to the purchasers of such Registrable Securities, such prospectus shall not include contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they are made, not misleadingwere made (the number of days from (x) the date the written notice contemplated by this paragraph (e) is given by the Company to (y) the date on which the Company delivers to the Selling Holders the supplement or amendment contemplated by this paragraph (e) is referred to in this Agreement as a "Section 2.06(e) Period");
(f) use its commercially reasonable efforts to cause such Registrable Securities to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of the Company to enable each Holder of Registrable Securities covered by such Registration Statement to consummate the disposition of the Registrable Securities held by such Holder;
(g) enter into and perform customary agreements (including an underwriting agreement in customary form, if the offering is underwritten) and take such other actions as are reasonably requested by required in order to expedite or facilitate the lead or managing underwriters, use its reasonable best efforts to list all disposition of such Registrable Securities covered by Securities, and each Selling Holder shall also enter into and perform its obligations under such registration on each securities exchange on which the Class A Common Stock of MSCI is then listedagreements;
(h) make available for inspection by any lead or managing underwriter participating in any disposition pursuant to such registration statement, any Selling Holder, counsel selected by the Investor and any attorney, accountant or other agent retained by any lead or managing underwriter, or the Investor (collectively, the "Inspectors") all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary to enable the Inspectors to exercise their due diligence responsibility and cause the Company's officers, directors and employees and the independent public accountants of the Company to supply all information reasonably requested by any such Inspector in connection with such registration statement. Any Records that the Company determines, in good faith, to be confidential and in respect of which the Company notifies each Selling Holder that such Records are confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the applicable registration statement (in which case, the Selling Holders shall cooperate with the Company in seeking confidential treatment of such Records) or (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of such Records;
(i) in the event such sale is effected pursuant to an underwritten offering, obtain a "comfort" letter or comfort letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as counsel for the lead or managing underwriter or counsel for the Investor reasonably requests;
(j) furnish, at the request of any Selling Holder, on the date such Registrable Securities are delivered to any underwriter for sale pursuant to such registration or, if such Registrable Securities are not being sold through any underwriter, on the date the registration statement with respect to such Registrable Securities becomes effective, an opinion, dated as of such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to each Selling Holder, covering such legal matters with respect to the registration as any Selling Holder may reasonably request and are customarily included in such opinions;
(k) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to each Selling Holder, as soon as reasonably practicable, an earnings statement covering a period of 12 months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the 1933 Act;
(l) cause all such Registrable Securities to be quoted on each interdealer quotation system or listed on each securities exchange, if any, on which other securities of the same class issued by the Company are then quoted or listed (subject to notice of issuance); provided that the applicable listing requirements are satisfied;
(m) use its commercially reasonable efforts to assist the Selling Holders in the marketing of Registrable Securities in connection with underwritten offerings (including, to the extent reasonably requested by the lead or managing underwritersconsistent with work commitments, send appropriate using reasonable efforts to have officers of MSCI to attend any “the Company participate in "road shows” " and analyst or investor presentations scheduled in connection with such registration provided that the Selling Holders shall give such officers reasonable advance notice concerning the scheduling of any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; andpresentations);
(in) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated sharesif requested, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Section 2.01 or Piggyback Registration 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters;
(o) promptly notify the Selling Holders of any stop order issued or, to the Company's knowledge, threatened to be issued by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(p) cause the Registrable Securities to be included in any registration statement not later than the effective date of such registration statement;
(q) cooperate with each Selling Holder and each Underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.;
(r) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; and
(s) keep each Selling Holder reasonably advised as to the initiation and progress of such registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Echostar Communications Corp), Investment Agreement (Echostar Communications Corp), Registration Rights Agreement (Echostar Communications Corp)
Registration and Qualification. If and whenever MSCI the Company is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a effect the registration statement of any of the Shares under the Securities Act relating as provided in Sections 2 and 3, including an underwritten offering pursuant to a Shelf Registration, the Company shall use its reasonable best efforts to:
(a) as promptly as practicable (and in any event within 30 days (in the case of a registration statement on Form S-3 or Form S-4) or 60 days (in the case of all other registration statements)) after the date of any request for registration under Section 2, prepare and file with the SEC a registration statement with respect to such Shares and cause such registration statement to become effective as soon as practicable after the initial filing thereof; provided that, before filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall furnish to the Registrable Securities Selling Holders and the underwriters, if any, copies of all such documents proposed to be offeredfiled (which documents shall be subject to the review and comment of such parties) and the Company shall not file with the SEC any registration statement or prospectus or amendments or supplements thereto to which the Selling Holders or the underwriters, if any, shall reasonably object;
(b) except in the case of a Shelf Registration effected on Form S-3, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities such Shares until the earlier of (i) such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and or (ii) the expiration of the 90-day period 90 days after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such plus the number of days that equals any filing or effectiveness has been delayed under Section 2.1(b);
(c) in the case of a Shelf Registration effected on Form S-3, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the earlier of (i) 36 months after the effective date of such registration statement plus the number of days elapsing from that any filing or effectiveness has been delayed under Section 2.1(b) or suspended under Section 4.3(a) and (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (yii) the date on which MSCI delivers all the Shares subject thereto have been sold pursuant to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowsuch registration statement;
(cd) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities the underwriters, if any, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, prospectus and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter underwriters may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(de) use its reasonable best efforts to register or qualify all Registrable Securities of the Shares covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to such Registrable Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities the Shares covered by such registration statement; provided, that, MSCI except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;
(ef) in the case of an underwritten offering, (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachthe underwriters, a “Selling Holder”) and addressed to any underwriter of such Registrable Securities them, an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), Company and (ii) use its reasonable best efforts to furnish to each Selling Holder the underwriters, addressed to them, a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited certified the Company’s financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the underwriters may reasonably request, in each case, in form and substance and as of the dates reasonably satisfactory to the underwriters;
(g) enter into such customary agreements (including, if applicable, an underwriting agreement containing customary provisions for indemnification and contribution covering the Selling Holders, the underwriters and their affiliates) and take such other actions as the Selling Holders shall reasonably request in order to expedite or facilitate the disposition of such Shares (it being understood that the relevant Selling Holders may reasonably request andbe parties to any such underwriting agreement and may, in at their option, require that the case Company make to and for the benefit of such accountants’ letterSelling Holders the representations, with respect warranties and covenants of the Company which are being made to events subsequent to and for the date benefit of such financial statementsunderwriters);
(fh) as promptly as practicable, notify the Selling Holders and the managing underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company, (i) when the applicable registration statement or any amendment thereto has been filed or becomes effective, and when the applicable prospectus or any amendment or supplement to such prospectus has been filed, (ii) of any comments (written or oral) by the SEC or any request by the SEC or any other federal or state governmental authority (written or oral) for amendments or supplements to such registration statement or such prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or any order preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, (iv) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(i) comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, as soon as reasonably practicable after the effective date of the relevant registration statement (and in any event within 90 days after the end of such 12-month period described hereafter), an earnings statement (which need not be audited) covering the period of at least 12 consecutive months beginning with the first day of the Company’s first calendar quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(j) immediately notify the Selling Holders and the managing underwriters, if any, at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders or the underwriters prepare and file with the SEC (and furnish to the Selling Holders and the underwriters a reasonable number of copies of of) a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading;
(gk) if reasonably requested permit any Selling Holders comprising holders of a majority of the Shares to be included in such registration to participate in the preparation of such registration statement (including having prompt access to any SEC comment letters or other communications in connection with such registration and the Company’s responses thereto) and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Selling Holders and their counsel should be included, subject to the Company’s approval, such approval not to be unreasonably withheld, conditioned or delayed;
(l) provide and cause to be maintained a transfer agent and registrar for all such Shares covered by such registration statement not later than the lead or effective date of such registration statement;
(m) provide a CUSIP number for all such Shares, not later than the effective date of such registration statement;
(n) in the case of an underwritten offering, cause the senior executive officers of the Company to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto, including participation of such officers in road show presentations, during normal business hours, upon reasonable notice and in a manner that does not unreasonably interfere with the operations of the Company’s business;
(o) cooperate with the Selling Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Shares to be sold, and cause such Shares to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Shares to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Selling Holders at least one Business Day prior to any sale of Shares and instruct any transfer agent and registrar of Shares to release any stop transfer orders in respect thereof; provided that the Company may satisfy its obligations under this Section 4.1(o) without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;
(p) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that, to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;
(q) in the event of the issuance of any stop order suspending the effectiveness of such registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal of such order;
(r) cause the Shares covered by such registration statement to be registered with or approved by such other government agencies or authorities, as may be necessary to enable the sellers thereof to consummate the disposition of such Shares;
(s) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Shares; and
(t) without limiting the applicability of, and obligations described in, clauses (a) through (s) above, in the case of any Demand Registration in the form of an Other Disposition, the Company shall take such corresponding actions described in clause (a) through (s) above that are customarily applicable to such transactions and shall use its reasonable best efforts to list effect such Other Disposition. The Company may require the Selling Holders to furnish the Company with such information regarding the Selling Holders and the distribution of such Shares, and other customary certifications and agreements, as the Company may from time to time reasonably request in writing and as shall be required by law, the SEC or any securities exchange on which any shares of Common Stock are then listed for trading in connection with any registration. Each Selling Holder will as promptly as reasonably practicable notify the Company, at any time when a prospectus relating thereto is required to be delivered (or deemed delivered) under the Securities Act, of the occurrence of an event, of which such Selling Holder has knowledge, relating to such Selling Holder or its disposition of Shares thereunder requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered (or deemed delivered) to the purchasers of such Shares, such prospectus will not 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, in light of the circumstances under which they were made, not misleading. Illumina agrees, and any other Selling Holder agrees by acquisition of such Shares, that, upon receipt of any written notice from the Company of the occurrence of any event of the kind described in Section 4.1(j), such Selling Holder will forthwith discontinue disposition of Shares pursuant to such registration statement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.1(j), or until such Selling Holder is advised in writing by the Company that the use of the prospectus may be resumed, and if so directed by the Company, such Selling Holder will deliver to the Company (at the Company’s expense) all copies of the prospectus covering such Registrable Securities Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the period during which the applicable registration statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Shares covered by such registration on each securities exchange on which statement either receives the Class A Common Stock copies of MSCI the supplemented or amended prospectus contemplated by Section 4.1(j) or is then listed;
(h) to the extent reasonably requested advised in writing by the lead Company that the use of the prospectus may be resumed. No Selling Holder may participate in any underwritten offering or managing underwritersregistered exchange offer hereunder unless such Selling Holder (a) agrees to sell such Selling Holder’s securities on the basis provided in any underwriting agreements or other applicable agreements, send appropriate officers approved by the Company or other Persons entitled to approve such agreements and (b) completes and executes all questionnaires, powers of MSCI to attend any “road shows” scheduled attorney, indemnities, underwriting agreements, other applicable agreements and other documents reasonably required under the terms of such underwriting or other agreements or this Agreement. Each Selling Holder agrees that, in connection with any offering pursuant to this Agreement, it will not prepare, use or refer to any “free writing prospectus” (as defined in Rule 405 of the Securities Act) without the prior written authorization of the Company, such registrationapproval not to be unreasonably withheld, with all out-of-pocket costs conditioned or delayed, and expense incurred by MSCI or such officers will not distribute any written materials in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities the Shares under any registration statement registered pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of this Agreement other than the Registrable Securities being sold in applicable prospectus and any such denominations as shall be requested by the Selling Holders or the underwritersfree writing prospectus so authorized.
Appears in 3 contracts
Samples: Stockholder and Registration Rights Agreement (GRAIL, Inc.), Stockholder and Registration Rights Agreement (Illumina, Inc.), Stockholder and Registration Rights Agreement (Grail, LLC)
Registration and Qualification. If and whenever MSCI Xxxxxxx is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 or a Piggyback Registration3.2, MSCI Xxxxxxx shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of the 90-day period six months after such registration statement becomes effective; provided, that, that such 90six-day month period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below of this Section 3.4 is given by MSCI Xxxxxxx to (y) the date on which MSCI Xxxxxxx delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowof this Section 3.4;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and upon request a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such U.S. jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI that Xxxxxxx shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI Xxxxxxx addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ) and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI Xxxxxxx included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Sections 3.1 or Piggyback Registration 3.2 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A Common Stock a class of MSCI common equity securities of Xxxxxxx is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send cause appropriate officers of MSCI Xxxxxxx to attend participate in any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI Xxxxxxx or such officers in connection with such attendance participation to be paid by MSCIXxxxxxx; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 3.1 or Piggyback Registration 3.2 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 3 contracts
Samples: Corporate Agreement (Mueller Water Products, Inc.), Corporate Agreement (Mueller Water Products, Inc.), Corporate Agreement (Walter Industries Inc /New/)
Registration and Qualification. If and whenever MSCI the Company is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in Section 1, MSCI the Company shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of the 90-day period six months after such registration statement becomes effective; provided, that, that such 90six-day month period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI the Company to (y) the date on which MSCI the Company delivers to the Holders of Registrable Securities Trustee the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities Trustee and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities Trustee or such underwriter may reasonably request, and upon request a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such U.S. jurisdictions as the Holders of such Registrable Securities Trustee or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities Trustee or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) the Trustee and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company addressed to each Selling Holder the Trustee and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ) and (ii) use its reasonable best efforts to furnish to each Selling Holder the Trustee and to any underwriter of such Registrable Securities a “"cold comfort” " letter addressed to each Selling Holder the Trustee and signed by the independent public accountants who have audited the financial statements of MSCI the Company included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders Trustee may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders Trustee in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration Section 1 is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders Trustee, prepare and furnish to the Selling Holders Trustee a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the Trustee or the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which a class of common equity securities of the Class A Common Stock of MSCI Company is then listed;; and
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 1 or Piggyback Registration 2 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders Trustee or the underwriters.
Appears in 3 contracts
Samples: Registration Rights Agreement (Tenneco Packaging Inc), Registration Rights Agreement (Tenneco Inc /De), Registration Rights Agreement (Pactiv Corp)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect the registration of any of the Shares under the Securities Act as provided in Sections 2 and 3, including an underwritten offering pursuant to a Demand Registration or a Piggyback Shelf Registration, MSCI shall the Company will as promptly as is practicable:
(a) prepare, prepare and file with the SEC a registration statement with respect to such Shares and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement under or prospectus or any amendments or supplement thereto, the Securities Act relating Company shall furnish to the Registrable Securities counsel selected by the Holders of a majority of the Shares covered by such registration statement copies of all such documents proposed to be offeredfiled (which documents shall be subject to the review and comment of such counsel);
(b) except in the case of a Shelf Registration, Convertible Registration or Exchange Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Shares until the earlier of (i) such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and or (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided;
(c) in the case of a Shelf Registration (but not including any Convertible Registration), that, prepare and file with the SEC such 90-day amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period shall be extended for ending on the earlier of (i) 18 months after the effective date of such number of days that equals the number of days elapsing from registration statement and (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (yii) the date on which MSCI delivers all the Shares subject thereto have been sold pursuant to such registration statement (the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below"Shelf Effective Period");
(cd) in the case of a Convertible Registration or an Exchange Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares subject thereto until such time as the rules, regulations and requirements of the Securities Act and the terms of the Convertible Securities no longer require such Shares to be registered under the Securities Act (the "Convertible Effective Period");
(e) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Delphi Automotive Systems Corp), Registration Rights Agreement (Delphi Automotive Systems Corp)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 5.1 or a Piggyback Registration5.2 hereof, MSCI shall the Company will as promptly as is practicable:
(a) prepareprepare and file with the SEC, file as soon as possible, and use its reasonable best efforts to cause to become effective effective, a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered on such form as the requesting Holder, or if not filed pursuant to a Demand, the Company, determines and for which the Company then qualifies;
(b) prepare and file with the SEC such amendments (including post- effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier later of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) or the expiration of the 90-day period one hundred twenty (120) days after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities Holder and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities Holder or such underwriter may reasonably request, and and, if requested, a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement at the earliest possible moment;
(e) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of any domestic jurisdiction, and to list or qualify for such jurisdictions securities exchanges and other trading markets, as the Holders of such Registrable Securities requesting Holder or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate necessary registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable are reasonably requested to enable the Holders of Registrable Securities Holder or any such underwriter to consummate the disposition in such jurisdictions of its the Registrable Securities covered by such registration statement; provided, that, MSCI except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(ef) if requested by a requesting Holder, (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold "comfort” " or "special procedures" letter addressed to each Selling Holder and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders Holder may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(fg) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 5.1 or Piggyback Registration 5.2 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders a Holder prepare and furnish to the Selling such Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gh) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration statement on each securities exchange and inter-dealer quotation system on which a class of common equity securities of the Class A Common Stock of MSCI Company is then listed;
(h) , and to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled pay all fees and expenses in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCItherewith; and
(i) so long as upon the board of directors of MSCI shall not have provided transfer by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery a Holder in connection with the closing of any offering of Registrable Securities a registration pursuant to a Demand Registration Section 5.1 or Piggyback Registration 5.2 furnish unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Microsoft Corp), Series C Convertible Preferred Stock Purchase Agreement (Microsoft Corp)
Registration and Qualification. If and whenever MSCI is required to effect a Demand Registration or a Piggyback Registration, MSCI (i) The Company shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC Commission such amendments and supplements to such any registration statement registering Eligible Securities and the prospectus used in connection therewith as may be necessary to keep such registration statement effective effective, and to comply with the provisions of the Securities Act with respect to thereto and the disposition of all Registrable Securities Eligible Securities, until the earlier of (i) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Stockholders as set forth in the registration statement or the expiration of two years after the date such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes has become effective; provided, thathowever, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to event that the date of such financial statements;
(f) as promptly as practicable, Company shall notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act Stockholders of the happening of any event as a result of which would cause the prospectus included in as part of such registration statement, as then in effect, includes to include an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by such Selling Stockholders shall thereafter sell no shares under such registration statement until the SEC or any other regulatory body or other body having jurisdiction for any Company has filed an amendment of or supplement to the prospectus to cause the prospectus not to include an untrue statement of a material fact or omit to state any registration statement material facts required to be stated therein or other document relating necessary to such offeringmake the statements therein, and in either such case, at the request light of the Selling Holders prepare and furnish circumstances under which they were made, not misleading, and, subject to Section 2(e) hereof, the Selling Holders a reasonable number of copies of a Company shall be obligated to promptly amend or supplement to or an amendment of such the prospectus as may be necessary so that, as thereafter delivered to that the purchasers of such Registrable Securities, such prospectus shall does not include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading;
(gii) if reasonably requested by the lead or managing underwriters, The Company will use its reasonable best efforts to list register or qualify the Eligible Securities under the blue sky laws of such jurisdictions as any Selling Stockholder reasonably requests and to do any and all other acts which may be reasonably necessary to enable such Registrable Selling Stockholder to consummate the disposition in such jurisdictions of the Eligible Securities covered owned by such Selling Stockholder (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(iii) The Company may require the Selling Stockholders to furnish to the Company such information regarding the Selling Stockholders and the distribution of the Eligible Securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the Commission in connection with any registration;
(iv) The Company shall provide to each Selling Stockholder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Stockholder may reasonably request in order to facilitate the disposition of the Eligible Securities registered pursuant to such registration statement; and
(v) The Company will provide a transfer agent and registrar for all Eligible Securities not later than the effective date of the registration statement, and use its reasonable best efforts to cause the Eligible Securities to be listed on each securities exchange or national market system on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Einstein Noah Bagel Corp), Registration Rights Agreement (Einstein Noah Bagel Corp)
Registration and Qualification. If and whenever MSCI Instinet is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1, 3.2 or a Piggyback Registration3.3, MSCI Instinet shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of six months (or two years in the 90-day period case of a registration pursuant to Section 3.3) after such registration statement becomes effective; provided, that, that such 90six-day month or two-year period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI Instinet to (y) the date on which MSCI Instinet delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and upon request a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its commercially reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such U.S. jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI that Instinet shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI Instinet addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " and "bring-down" letter addressed to each Selling Holder and any underwriter of such Registrable Securities and signed by the independent public accountants who have audited the financial statements of MSCI Instinet included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statementsstatements and (iii) cause such authorized officers of Instinet to execute customary certificates as may be requested by the Selling Holders or any underwriter of such Registrable Securities;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Sections 3.1, 3.2 or Piggyback Registration 3.3 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange and automated interdealer quotation system on which similar securities issued by Instinet are then listed;
(h) provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the lead or managing underwriters, effective date of such registration;
(i) otherwise use its reasonable best efforts to list comply with all such applicable rules and regulations of the SEC, and make available to each seller of Registrable Securities, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listedAct;
(hj) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI Instinet to attend any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI Instinet or such officers in connection with such attendance to be paid by MSCIInstinet; provided that in connection with offerings made pursuant to Sections 3.1 and 3.3, Instinet shall only be obligated to pay such road show expenses in connection with a total of four such offerings; and
(ik) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 3.1, 3.2 or Piggyback Registration 3.3 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersunderwriters (it being understood that any Reuters Entity and any Transferee would agree to use their commercially reasonable efforts to arrange for delivery to the Depository Trust Company).
Appears in 2 contracts
Samples: Corporate Agreement (Instinet Group Inc), Corporate Agreement (Instinet Group Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3 hereof, MSCI shall as promptly as practicablethe Company, subject to Section 4 hereof, shall:
(a) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 45 days (60 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its best efforts to cause the same to become effective within 90 days after the date notice is given (120 days if the applicable registration form is other than Form S-3);
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, that such 90nine-day month period shall be extended for such number of days that equals the number of days elapsing from (xA) the date the written notice contemplated by paragraph (f) below is given by MSCI the Company to (yB) the date on which MSCI the Company delivers to the Holders of Registrable Securities the supplement or amendment contemplated by 6 7 paragraph (f) below; and provided further, that in the case of a registration to permit the exercise or exchange of Exchangeable Securities for, or the conversion of Exchangeable Securities into, Registrable Securities, the time limitation contained in clause (ii) above shall be disregarded to the extent that, in the written opinion of Zapaxx'x xxxnsel delivered to the Company, such Registrable Securities are required to be covered by an effective registration statement under the Securities Act at the time such Registrable Securities are issued upon exercise, exchange or conversion of Registrable Securities in order for such Registrable Securities to be freely tradeable by any person who is not an Affiliate of the Company or Zapaxx;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions (domestic or foreign) as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company addressed to each Selling Holder the underwriters and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder the underwriters, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the each Holder of Registrable Securities included in such registration (each a "Selling Holders Holder") in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of if any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders Holders, subject to Section 4 hereof, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and inter-dealer quotation system on which the Class A Common Stock of MSCI is then listed, with expenses in connection therewith (not including any future periodic assessments or fees for such additional listing, which shall be paid by the Company) to be paid in accordance with Section 4 hereof;
(h) use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or inter-dealer quotation system (in each case, domestic or foreign) not described in paragraph (g) above as the Selling Holders or any underwriter of such Registrable Securities shall request, and use its best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and to do any and all other acts and things which may be necessary or advisable to effect such listing; provided, however, that, (i) notwithstanding Section 4, the Holders of the Registrable Securities to be so listed shall pay all costs and expenses incurred by the Company in connection with such listing and (ii) the Company shall have no obligation to use its best efforts to so list Registrable Securities if in the good faith opinion of counsel for the Company such listing shall impose on the Company an ongoing material compliance obligation;
(i) to the extent reasonably requested by the lead or managing underwritersunderwriters in connection with any underwritten offering, send appropriate officers of MSCI the Company to attend any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(ij) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Zap Com Corp), Registration Rights Agreement (Zap Com Corp)
Registration and Qualification. If and whenever MSCI the Issuer is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 2.1 or a Piggyback Registration2.2, MSCI the Issuer shall as promptly as practicable:practicable (but subject to the provisions of Sections 2.1 and 2.2):
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered in accordance with the intended method of disposition thereof;
(b) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities (i) in the case of the Required Shelf Registration, until the Shelf Termination Date and (ii) in the case of the Demand Registration, until the earlier of (iA) such time as all of such Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of the 90-day period 30 days after such registration statement becomes effective; , provided, that, that such 9030-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (fe) below is given by MSCI the Issuer to (y) the date on which MSCI the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (fe) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, and such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder the Issuer and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Issuer included in such the applicable registration statement, in each such case covering substantially the same such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer’s 's counsel with respect thereto and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders such underwriters may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementsrequest;
(fe) as promptly as practicable, notify notifying the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2.1 or Piggyback Registration 2.2 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gf) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated interdealer quotation system on which the Class A Common Stock of MSCI is then listed;
(hg) use reasonable efforts to assist the Holders in the marketing of Common Stock in connection with up to two underwritten offerings hereunder (including, to the extent reasonably requested by the lead or managing underwritersconsistent with work commitments, send appropriate using reasonable efforts to have officers of MSCI to the Issuer attend any “"road shows” " and analyst or investor presentations scheduled in connection with any such registration), with all out-of-pocket costs and expense expenses incurred by MSCI the Issuer or such officers in connection with such attendance or assistance to be paid by MSCIthe Holders as provided in Section 2.5; and
(ih) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Section 2.1 or Piggyback Registration 2.2 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Zell Chilmark Fund L P), Registration Rights Agreement (Clear Channel Communications Inc)
Registration and Qualification. If and whenever MSCI Company is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3 hereof, Company shall:
(a) prepare and file a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than forty-five (45) days (ninety (90) days if the applicable registration form is other than Form S-3) after the date notice is given, and use its reasonable best efforts to cause the same to become effective as promptly as practicable;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement continuously effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (ix) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in covered by such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to have been sold or (y) the date on which MSCI delivers to the Holders of when all Registrable Securities are eligible for resale pursuant to subsection (k) of Rule 144 of the supplement or amendment contemplated by paragraph (f) belowSecurities Act;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such United States jurisdictions as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) in connection with any underwritten offering, (i) use its reasonable best efforts to furnish an opinion of counsel for Company addressed to the underwriters and each Holder of Registrable Securities included in such registration (each, each a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company’s financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders Holders, subject to Section 4 hereof, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each national securities exchange and United States inter-dealer quotation system on which the Class A Common Stock a class of MSCI common equity securities of Company is then listed;, with expenses in connection therewith to be paid in accordance with Section 4 hereof; and
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities (including, without limitation, upon conversion of the Notes) being sold in such denominations as shall be requested by the Selling Holders or the underwritersunderwriters with expenses therewith to be paid in accordance with Section 4 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (RS Properties I LLC), Registration Rights Agreement (Sands Brothers Venture Capital Ii LLLC)
Registration and Qualification. If and whenever MSCI the Company is required to effect a Demand Registration the registration of any Eligible Securities under the Securities Act as provided in Articles III, IV or a Piggyback RegistrationV, MSCI shall as promptly as practicablethe Company will:
(a) prepare, file and use its commercially reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to regarding the Registrable Eligible Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and take such other actions as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Eligible Securities registered on such registration statement (1) in the case of a Shelf Registration Statement filed pursuant to Article III, until the end of the Initial Shelf Effectiveness Period, and (2) in the case of a registration statement filed pursuant to Article IV or Article V, until the earlier of (iA) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement and or (iiB) (i) the expiration of the 90-day period twelve months after such registration statement becomes effective, or (ii) with respect to a Shelf Registration Statement, such longer time as all of such Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such Shelf Registration Statement up to a maximum of three years from the date the Shelf Registration Statement is declared effective by the SEC; provided, provided that, such 90longer period will only be available (A) to the extent that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis and (B) if applicable rules under the Securities Act governing the obligation to file a post-day period shall be extended for such number effective amendment permit, in lieu of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to filing a post-effective amendment which (y) includes any prospectus required by Section 10(a) of the date on which MSCI delivers Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, (i) the incorporation by reference in the Shelf Registration Statement of the information required to be included in (y) and (z) above from periodic reports filed pursuant to Section 12 or 15(d) of the Holders Exchange Act, or (ii) the use of Registrable a prospectus supplement, filed pursuant to Rule 424 under the Securities Act, containing the supplement or amendment contemplated by paragraph information required to be included in (fy) belowand (z) above;
(c) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Eligible Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary supplemental prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Master Contribution and Sale Agreement (Forest City Enterprises Inc), Master Contribution and Sale Agreement (Forest City Enterprises Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use all reasonable best efforts to effect a Demand Registration the registration of any Eligible Securities under the Securities Act as provided in Articles II or a Piggyback RegistrationIII, MSCI shall and subject to the limitations set forth in Sections 2.1, 2.2, 3.1 and 3.2, the Company will, as promptly as is practicable:
(a) prepare, file and use its all reasonable best efforts to cause to become effective and to remain continuously effective a registration statement under the Securities Act relating to regarding the Registrable Eligible Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Eligible Securities until the earlier of (i) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Investors set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowstatement;
(c) furnish to the Holders Investors and any of Registrable Securities the Selling Investors and to any underwriter of such Registrable Eligible Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case case, including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Holders of Registrable Securities Selling Investors or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its all reasonable best efforts to register or qualify all Registrable Eligible Securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Holders Investor or any of such Registrable Securities the Selling Investors or any underwriter to of such Registrable Eligible Securities shall reasonably request, and use its all reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable reasonably requested by the Holders of Registrable Securities Investor or any such Selling Investors or any underwriter to consummate the disposition in such jurisdictions of its Registrable the Eligible Securities covered by such registration statement; provided, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation on its income in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any such jurisdictionjurisdiction where it is not then subject to service of process;
(e) (i) use its all reasonable best efforts to furnish to list the Eligible Securities on each Holder of Registrable Securities included in such registration (eachnational securities exchange or quotation system on which the REIT Class A Shares are then listed, a “Selling Holder”) and to any underwriter if the listing of such Registrable Securities an opinion securities is then permitted under the rules of counsel for MSCI addressed to each Selling Holder such exchange;
(f) notify the Investor and dated the date any of the closing under the underwriting agreement Selling Investors as soon as reasonably practicable and, if requested by any such Person, confirm such notice in writing:
(if anyi) (A) when a prospectus, any prospectus supplement or if such offering free writing prospectus or post-effective amendment is not underwritten, dated the effective date proposed to be filed in respect of the a registration statement)statement filed pursuant to this Agreement, and (iiB) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement or any post-effective amendment thereto, when the same has become effective;
(ii) of any written comments from the SEC with respect to any filing and of any request by the SEC or any other federal or state governmental authority for amendments or supplements to such registration statement or related prospectus included thereinor for additional information related thereto;
(iii) as are customarily covered of the issuance by the SEC, any state securities commission, any other governmental agency or any court of any stop order, order or injunction suspending or enjoining the use or effectiveness of any registration statement filed pursuant to this Agreement or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the suspension of qualification or exemption from qualification of any of the Eligible Securities for sale in opinions any jurisdiction, or the initiation or threatening of issuer’s counsel and any proceeding for such purpose;
(v) of the existence of any fact or the happening of any event that makes any statement of material fact made in accountants’ letters delivered any registration statement filed pursuant to underwriters this Agreement or related prospectus untrue in underwritten public offerings any material respect, or that requires the making of securities and any changes in such other matters as the Selling Holders may reasonably request andregistration statement or prospectus so that, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an it will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and that, in the case of the prospectus, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and
(vi) of the determination by the Company that a post-effective amendment to a registration statement filed pursuant to this Agreement will be filed with the SEC; and
(g) (i) upon the occurrence of any event contemplated by Sections 4.1(f)(ii), (iii) or (iv), use its reasonable best efforts to respond to such comments, prepare such amendment or supplement, furnish such additional information, or obtain the withdrawal of such stop order, order, injunction or suspension of qualification or exemption, as applicable, as promptly as practicable, and (ii) upon the occurrence of any request event contemplated by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such caseSection 4.1(f)(v), at the request of the Investor or a Selling Holders Investor, prepare and furnish to the Investor and any of the Selling Holders a reasonable number of Investors as many copies as requested of a supplement or amendment, including, if appropriate, a post-effective amendment to the registration statement or an amendment of such a supplement to the related prospectus as may or any document incorporated or deemed to be necessary incorporated therein by reference, and file any other required document so that, as thereafter delivered to the purchasers of such Registrable Securitiesdelivered, such prospectus shall will not include 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, in light of the circumstances under which they are were made, not misleading;
(g. The Company may require the Investor(s) if and any of the Selling Investors to furnish the Company such information regarding the Investor(s) and any of the Selling Investors and the distribution of such securities as the Company may from time to time reasonably requested request in writing and as shall be required by law or by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled SEC in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (MGM Growth Properties LLC), Registration Rights Agreement (MGM Growth Properties LLC)
Registration and Qualification. (a) If and whenever MSCI the Corporation is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback RegistrationSection 3, MSCI the Corporation shall as promptly as practicable:
(ai) prepareif the registration is pursuant to Section 2, prepare and (within ninety (90) days after the request of the Initial Requesting Holder has been given) file and use its reasonable best efforts to cause to become effective as promptly as practicable a registration statement under the Securities Act Registration Statement relating to the Registrable Securities to be offeredoffered in accordance with the intended method of disposition thereof;
(bii) if the registration is pursuant to Section 2, prepare and file with the SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowRegistration Statement;
(ciii) as far in advance as practicable but at least five (5) Business Days prior to filing a Registration Statement or prospectus (or any amendment or supplement thereto), furnish to each Selling Holder, for its review, copies of such Registration Statement or prospectus (or amendment or supplement) as proposed to be filed (including, upon the request of such Selling Holder, documents to be incorporated by reference therein); and provided, that each Selling Holder may request reasonable changes to such Registration Statement or prospectus (or amendment or supplement) and the Corporation shall be required to comply therewith (A) if the Selling Holder is an Initial Stockholder, and such Initial Stockholder reasonably believes that the provisions in question would have an impact or effect on such Initial Stockholder, or (B) solely to the extent necessary, if at all, to lawfully complete the filing or maintain the effectiveness thereof;
(iv) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement Registration Statement or prospectus, each free writing prospectus incident thereto, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, from the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(dv) ensure that at the time of pricing the offering of any Registrable Securities, the Registration Statement, prospectus or prospectus supplement included in such Registration Statement, as then in effect, and any free writing prospectus related thereto, includes all information necessary such that a seller of such Registrable Securities would not be liable under Section 12(a)(2) of the Securities Act, and such offering and the sale of such Registrable Securities in connection therewith would not constitute a violation of Section 17(a)(2) of the Securities Act;
(vi) after the filing of the Registration Statement, promptly notify each Selling Holder in writing of the effectiveness thereof and of any stop order issued or threatened by the SEC and take all commercially reasonable actions required to prevent the entry of such stop order or to promptly remove it if entered and promptly notify each Selling Holder of such lifting or withdrawal of such order;
(vii) take all reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by this Section 6 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus and any free writing prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(viii) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement Registration Statement under the securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and promptly notify the Selling Holders of the receipt of any notification with respect to the suspension of the qualification of Registrable Securities for sale or offer in any such jurisdiction;
(ix) use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things (including, without limitation, reasonable best efforts to promptly remove any such suspension) which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its the Registrable Securities covered by such registration statementRegistration Statement; provided, that, MSCI that the Corporation shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or qualified, to consent to general service of process in any such jurisdictionjurisdiction or to amend its certificate of incorporation or bylaws;
(ex) (i) use its reasonable best efforts to furnish to each Selling Holder of Registrable Securities included and, in such registration (eachan underwritten public offering, a “Selling Holder”) and to any underwriter of such Registrable Securities (A) an opinion of counsel for MSCI the Corporation addressed to such underwriter and each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), Registration Statement) and (iiB) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter letters dated as of the effective date of the Registration Statement and brought down to the date of closing under the underwriting agreement addressed to such underwriter and each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Corporation included in such registration statementRegistration Statement, in each such case covering substantially the same matters with respect to such registration statement Registration Statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in connection with the consummation of underwritten public offerings of securities and such other matters as the Selling Holders Holder may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gxi) if reasonably requested by the lead or managing underwritersunderwriter(s), use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A shares of Common Stock of MSCI is are then listed;
(hxii) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Section 2 or Piggyback Registration Section 3 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters, subject to receipt of undertakings by Holders regarding compliance with the terms hereof;
(xiii) not later than the effective date of the applicable Registration Statement, provide (A) a transfer agent and registrar (if the Corporation does not already have such an agent), (B) a CUSIP number for all Registrable Securities included in such Registration Statement and (C) the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company or other applicable clearing agency;
(xiv) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such underwritten offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and
(xv) otherwise use its reasonable best efforts to comply with all applicable securities laws, including the rules and regulations of the SEC.
(b) If the Corporation has delivered a prospectus, prospectus supplement or free writing prospectus to the Selling Holders and after having done so the prospectus, prospectus supplement or free writing prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify the Selling Holders and, if requested, the Selling Holders shall immediately cease making offers of Registrable Securities and return to the Corporation all prospectuses, prospectus supplements and free writing prospectuses in their possession. The Corporation shall promptly provide the Selling Holders with revised prospectuses, prospectus supplements and free writing prospectus, as applicable, and, following receipt of the revised prospectuses, prospectus supplements and free writing prospectuses, as applicable, the Selling Holders shall be free to resume making offers of the Registrable Securities.
(c) In the event that, in the judgment of the Corporation, it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Corporation believes public disclosure would be detrimental to the Corporation, the Corporation shall direct the Selling Holders to discontinue sales of Registrable Securities pursuant to such Registration Statement, and each Selling Holder shall immediately so discontinue, until such Selling Holder has received copies of a supplemented or amended prospectus or until such Selling Holder is advised in writing by the Corporation that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Corporation shall provide the Selling Holders with any such supplemented or amended prospectuses or additional or supplemental filings, as the case may be. Notwithstanding anything to the contrary in this Agreement, the Corporation shall not exercise its rights under this Section 6(c) to suspend sales of Registrable Securities for a period in excess of sixty (60) days consecutively or ninety (90) days in any three hundred sixty five (365) -day period.
Appears in 2 contracts
Samples: Registration Rights Agreement (Molycorp, Inc.), Registration Rights Agreement (Molycorp, Inc.)
Registration and Qualification. If and whenever MSCI the Purchaser is required to use its reasonable best efforts to effect a Demand Registration or a Piggyback Registrationthe registration of Eligible Securities under the Securities Act as provided in Article II hereof, MSCI shall and subject to the limitations set forth in Article II and this Section 4.1, in connection therewith, the Purchaser shall, as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective and to remain continuously effective a registration statement under Shelf Registration Statement regarding the Securities Act relating to the Registrable Eligible Securities to be offeredoffered (as provided in Section 2.1);
(b) prepare and file with the SEC such amendments and supplements to such registration statement Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Shelf Registration Statement effective and or in connection with any shelf takedown, to comply with name any Selling Holder or to update the provisions of the Securities Act with respect prospectus or prospectus supplement in response to the disposition of all Registrable Securities until the earlier of (iconditions described in Sections 4.1(g)(i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below4.1(g)(vi);
(c) furnish to the Seller and any Selling Holders of Registrable Securities and to any underwriter of such Registrable Eligible Securities such number of conformed copies of such registration statement Shelf Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Eligible Securities covered by such registration statement Shelf Registration Statement under the such other securities or blue sky or similar laws of such jurisdictions as the Holders of such Registrable Securities Seller or any underwriter to of such Registrable Eligible Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, reasonably request and do any and all other acts and things which that may be necessary or reasonably advisable to enable the Holders of Registrable Securities or any such underwriter and each underwriter, if any, to consummate the disposition of Eligible Securities in such jurisdictions of its Registrable Securities covered by such registration statement; providedjurisdiction(s), that, MSCI except the Purchaser shall not for any such purpose be required to qualify generally to do business as a foreign corporation or as a dealer in securities in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation on its income in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any such jurisdictionjurisdiction where it is not then subject to service of process;
(e) (i) use its reasonable best efforts to furnish to each Holder list the Eligible Securities on the principal national securities exchange or quotation system on which the Purchaser’s shares of Registrable Securities included common stock are then listed, if the listing of such securities is then permitted under the rules of such exchange;
(f) in the case of an underwritten offering, upon such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten’s request, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish cause to each be furnished to any underwriter for any underwritten offering and, to the extent permitted by applicable accounting rules and practices and subject to the Selling Holder Holders providing customary representations, to the Selling Holders a “cold comfortcomfort letter” letter addressed to each Selling Holder and signed by the independent certified public accountants who have audited the Purchaser’s financial statements of MSCI included in in, or incorporated by reference into, such registration statementShelf Registration Statement, in each addressed to them; provided, that the “comfort letter” shall cover such case covering matters as such underwriter or the Selling Holders may reasonably request, but only to the extent substantially the same matters with respect to such registration statement Shelf Registration Statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in an independent certified public accountants’ letters letter delivered to underwriters in underwritten public offerings of securities;
(g) notify the Seller in writing as soon as reasonably practicable:
(i) (A) when a prospectus, any prospectus supplement or issuer Free Writing Prospectus or post-effective amendment is proposed to be filed in respect of a Shelf Registration Statement filed pursuant to this Agreement, and (B) with respect to such Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective;
(ii) of any written or oral comments from the SEC with respect to a Shelf Registration Statement filed pursuant to this Agreement or any amendment or supplement thereto, or any document incorporated or deemed to be incorporated therein by reference, and of any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Shelf Registration Statement or related prospectus or for additional information related thereto;
(iii) of the issuance by the SEC, any state securities and commission, any other governmental agency or any court of any stop order, order or injunction suspending or enjoining the use or effectiveness of any Shelf Registration Statement filed pursuant to this Agreement or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Purchaser of any notification with respect to the suspension of qualification or exemption from qualification of any of the Eligible Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such other matters as purpose;
(v) of the Selling Holders may reasonably request andexistence of any fact or the happening of any event that makes any statement of material fact made in any Shelf Registration Statement filed pursuant to this Agreement or related prospectus untrue in any material respect, or that requires the making of any changes in such Shelf Registration Statement or prospectus so that, in the case of such accountants’ letterthe Shelf Registration Statement, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at it will not contain any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and that, in the case of the prospectus, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and ; and
(iivi) of any request the determination by the SEC or Purchaser that a post-effective amendment to a Shelf Registration Statement filed pursuant to this Agreement will be filed with the SEC;
(h) upon the occurrence of any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such caseevent contemplated by Section 4.1(g)(v) hereof, at the request of the Selling Holders Seller, prepare and furnish to the Selling Holders a reasonable number of Seller as many copies as reasonably requested of a supplement or amendment, including, if appropriate, a post-effective amendment to the Shelf Registration Statement or an amendment of such a supplement to the related prospectus as may or any document incorporated or deemed to be necessary incorporated therein by reference, and file any other required document so that, as thereafter delivered to the purchasers of such Registrable Securitiesdelivered, such prospectus shall will not include 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, in light of the circumstances under which they are were made, not misleading;
(gi) if reasonably requested by any Selling Holder in connection with the lead offering or sale of Eligible Securities pursuant to this Agreement, use reasonable best efforts to include as promptly as reasonably practicable in a prospectus supplement or amendment such information as the Seller may reasonably request, and make all required filings of such prospectus supplement or such amendment as soon as reasonably practicable after the Purchaser has received such request;
(j) in the case of an underwritten offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering, of counsel representing the Purchaser for the purposes of such registration (including in-house counsel), addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters may reasonably request and are customarily included in such opinions and negative assurance letters;
(k) in the case of an underwritten offering,
(i) use its reasonable best efforts to list cooperate and assist in any filings required to be made with FINRA and in the performance of any reasonable and customary due diligence investigation by any underwriter and its counsel (including any “qualified independent underwriter,” if applicable) that is (A) required or requested by FINRA in order to obtain written confirmation from FINRA that FINRA does not object to the fairness and reasonableness of the underwriting terms and arrangements (or any deemed underwriting terms and arrangements) relating to the resale of Eligible Securities pursuant to the Shelf Registration Statement, including, without limitation, information provided to FINRA through its Public Offering System or (B) required to be retained in accordance with the rules and regulations of FINRA; and
(ii) use reasonable best efforts to take all such Registrable actions as the underwriter(s) reasonably request in order to expedite or facilitate the disposition of such Eligible Securities covered by such (including, without limitation, causing senior management and other personnel of Purchaser to reasonably cooperate with Seller and the underwriter(s) in connection with performing due diligence) and use reasonable best efforts to cause its counsel to issue written opinions of counsel, including all opinions of outside counsel to Purchaser required to be included in the registration on each securities exchange on which statement, addressed and delivered to the Class A Common Stock of MSCI is then listed;underwriter(s) in form, substance and scope as are customary in underwritten offerings, subject to customary limitations, assumptions and exclusions.
(hl) otherwise use its reasonable best efforts to take or cause to be taken all other actions necessary or reasonably advisable to effect the registration, marketing and sale of such Eligible Securities contemplated by this Agreement; and
(m) if requested by the managing underwriters, if any, or by the Seller, to the extent reasonably requested by acceptable to the lead Purchaser, as promptly as reasonably practicable incorporate in a prospectus supplement or post-effective amendment to the Shelf Registration Statement such information as the managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registrationif any, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersSeller may reasonably request in order to permit the intended method of distribution of such securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Cantel Medical Corp), Purchase and Sale Agreement (Cantel Medical Corp)
Registration and Qualification. If and whenever MSCI the Company is required to use all reasonable best efforts to effect a Demand Registration the registration of any Eligible Securities under the Securities Act as provided in Articles II or a Piggyback RegistrationIII hereof, MSCI shall and subject to the limitations set forth in Section 2.1, 3.1 and 3.2, the Company will, as promptly as is practicable:
(a) a. prepare, file and use its all reasonable best efforts to cause to become effective and to remain continuously effective a registration statement under the Securities Act relating to regarding the Registrable Eligible Securities to be offered;
(b) b. prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Eligible Securities until the earlier of (i) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Investors set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowstatement;
(c) c. furnish to the Holders of Registrable Securities Investor and any Selling Investors and to any underwriter of such Registrable Eligible Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Holders of Registrable Securities Selling Investors or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) d. use its all reasonable best efforts to register or qualify all Registrable Eligible Securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities Investor or any Selling Investors or any underwriter to of such Registrable Eligible Securities shall reasonably request, and use its all reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable reasonably requested by the Holders of Registrable Securities Investor or any such Selling Investors or any underwriter to consummate the disposition in such jurisdictions of its Registrable the Eligible Securities covered by such registration statement; provided, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation on its income in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any such jurisdictionjurisdiction where it is not then subject to service of process;
(e) (i) e. use its all reasonable best efforts to list the Eligible Securities on each national securities exchange or quotation system on which the Common Shares are then listed, if the listing of such securities is then permitted under the rules of such exchange;
(i) furnish to each Holder of Registrable Securities included in such registration (each, a “the Selling Holder”) and to any underwriter of such Registrable Securities an opinion Investors opinions of counsel for MSCI the Company, addressed to each Selling Holder and them, dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwrittenagreement, dated the effective date of the registration statement)in customary form, scope and substance, (ii) use its reasonable best efforts to in the case of an underwritten offering, upon such Selling Investor’s request, furnish to each the Selling Holder Investors a “cold comfortcomfort letter” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the Company’s financial statements of MSCI included in such registration statement, in each addressed to them and, subject to the Selling Investors providing to the independent public accountants such case covering information and representations as reasonably requested by such independent public accountants to render such “comfort letter”; provided that with respect to such opinion and “comfort letter,” the following shall apply: the opinion and “comfort letter” shall cover such matters as the Selling Investors may reasonably request, but only to the extent substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters letter delivered to underwriters in underwritten public offerings of securities securities, and (iii) furnish to the Selling Investors such other matters certificates and documents, dated the date of closing under the underwriting agreement, as are reasonably requested by the Selling Holders may Investors and customarily delivered at closing;
g. notify the Investor and any Selling Investors as soon as reasonably practicable and, if requested by any such person, confirm such notice in writing:
(i) (A) when a prospectus, any prospectus supplement or free writing prospectus or post-effective amendment is proposed to be filed in respect of a registration statement filed pursuant to this Agreement, and (B) with respect to such registration statement or any post-effective amendment thereto, when the same has become effective;
(ii) of any written comments from the SEC with respect to any filing and of any request andby the SEC or any other federal or state governmental authority for amendments or supplements to such registration statement or related prospectus or for additional information related thereto;
(iii) of the issuance by the SEC, any state securities commission, any other governmental agency or any court of any stop order, order or injunction suspending or enjoining the use or effectiveness of any registration statement filed pursuant to this Agreement or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the suspension of qualification or exemption from qualification of any of the Eligible Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;
(v) of the existence of any fact or the happening of any event that makes any statement of material fact made in any registration statement filed pursuant to this Agreement or related prospectus untrue in any material respect, or that requires the making of any changes in such registration statement or prospectus so that, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an it will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and that, in the case of the prospectus, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and ; and
(iivi) of any request the determination by the SEC or any other regulatory body or other body having jurisdiction for any Company that a post-effective amendment of or supplement to any a registration statement or other document relating filed pursuant to such offering, and in either such casethis Agreement will be filed with the SEC; and
h. upon the occurrence of any event contemplated by Section 4.1(g)(v) hereof, at the request of the Investor or a Selling Holders Investor, prepare and furnish to the Investor and any Selling Holders a reasonable number of Investors as many copies as requested of a supplement or amendment, including, if appropriate, a post-effective amendment to the registration statement or an amendment of such a supplement to the related prospectus as may or any document incorporated or deemed to be necessary incorporated therein by reference, and file any other required document so that, as thereafter delivered to the purchasers of such Registrable Securitiesdelivered, such prospectus shall will not include 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, in light of the circumstances under which they are were made, not misleading;
(g. The Company may require the Investor(s) if and any Selling Investors to furnish the Company such information regarding the Investor(s) and any Selling Investors and the distribution of such securities as the Company may from time to time reasonably requested request in writing and as shall be required by law or by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled SEC in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Seritage Growth Properties), Registration Rights Agreement (Seritage Growth Properties)
Registration and Qualification. If and whenever MSCI Hertz is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 or a Piggyback Registration3.2, MSCI Hertz shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of the 90-day period six months after such registration statement becomes effective; provided, that, that such 90six-day month period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI Hertz to (y) the date on which MSCI Hertz delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and upon request a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such U.S. jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI that Hertz shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI Hertz addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ) and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI Hertz included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Sections 3.1 or Piggyback Registration 3.2 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A Common Stock a class of MSCI common equity securities of Hertz is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI Hertz to attend any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI Hertz or such officers in connection with such attendance to be paid by MSCIHertz; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 3.1 or Piggyback Registration 3.2 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Corporate Agreement (Hertz Corp), Corporate Agreement (Hertz Corp)
Registration and Qualification. If and whenever MSCI Aquila is required to use its best efforts to effect the registration of any of the Shares under the Securities Act as provided in Articles II and III, including an offering pursuant to a Demand Registration or a Piggyback Shelf Registration, MSCI shall Aquila will as promptly as is practicable:
(a) prepare, prepare and file with the Commission a registration statement with respect to such Shares and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement under the Securities Act relating or prospectus or any amendments or supplement thereto, Aquila shall furnish to the Registrable Securities counsel selected by the Holders of a majority of the Shares covered by such registration statement copies of all such documents proposed to be offeredfiled, which documents shall be subject to the review and comment of such counsel);
(b) except in the case of a Shelf Registration, prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Shares subject thereto until the earlier of (i) such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and or (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided;
(c) in the case of a Shelf Registration, that, prepare and file with the Commission such 90-day amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares subject thereto for a period shall be extended for ending on the earlier of (i) 18 months after the effective date of such number of days that equals the number of days elapsing from registration statement and (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (yii) the date on which MSCI delivers all the Shares subject thereto have been sold pursuant to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowsuch registration statement;
(cd) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(de) use its reasonable best efforts to register or qualify all Registrable Securities of the Shares covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities Shares shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities the Shares covered by such registration statement; provided, that, MSCI except that Aquila shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachthe Selling Holders, a “Selling Holder”) and addressed to any underwriter of such Registrable Securities them, an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), Aquila and (ii) use its reasonable best efforts to furnish to each the Selling Holder Holders, addressed to them, a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the certified Aquila's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request andrequest, in each case, in form and substance and as of the case of such accountants’ letter, with respect to events subsequent dates reasonably satisfactory to the date of such financial statementsSelling Holders;
(fg) as promptly as practicable, immediately notify the Selling Holders in writing (i) Holders, at any time when a prospectus relating to a registration pursuant to a Demand Registration Article II or Piggyback Registration III is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gh) if reasonably requested permit any Selling Holder which Selling Holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of Aquila, to participate in the preparation of such registration statement and to require the insertion therein of material, furnished to Aquila in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(i) to make available members of management of Aquila, as selected by the lead Holders of a majority of the Shares included in such registration, for assistance in the selling effort relating to the Shares covered by such registration, including, but not limited to, the participation of such members of Aquila's management in road show presentations;
(j) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or managing underwritersof any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, use it best efforts promptly to obtain the withdrawal of such order; and
(k) use its reasonable best efforts to list all such Registrable Securities cause Shares covered by such registration on each statement to be registered with or approved by such other government agencies or authorities as may be necessary to enable the Selling Holders thereof to consummate the disposition of such Shares. Aquila may require the Selling Holders to furnish Aquila with such information regarding the Selling Holders and the distribution of such Shares as Aquila may from time to time reasonably request in writing and as shall be required by law, the Commission, or any securities exchange on which the Class A any shares of Common Stock of MSCI is are then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled listed for trading in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Aquila Inc), Registration Rights Agreement (Aquila Energy Corp)
Registration and Qualification. If and whenever MSCI the Issuer is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in Section 2.1, MSCI the Issuer shall as promptly as practicable:practicable (but subject to the provisions of Section 2.1):
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered in accordance with the intended method of disposition thereof;
(b) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period 180 days after such registration statement becomes effective; , provided, that, that such 90180-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (fSection 2.5(e) below is given by MSCI the Issuer to (y) the date on which MSCI the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (fSection 2.5(e) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), ) in conformity with the requirements of the Securities Act, Act and such documents incorporated by reference in such registration statement or prospectus, and such other documents, prospectus as the Holders of Registrable Securities or such underwriter may reasonably requestrequest (it being understood that, subject to Section 2.9 and a copy the requirements of any the Securities Act and all transmittal letters or other correspondence to or received fromapplicable state securities law, the SEC Issuer consents to the use of the prospectus and any amendment or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating supplement thereto by each Selling Holder and the underwriters in connection with the offering and sale of the Registrable Securities covered by the registration statement of which such prospectus, amendment to such offeringsupplement is a part);
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder the Issuer and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Issuer included in such or incorporated by reference into the applicable registration statement, in each such case covering substantially the same such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer’s 's counsel with respect thereto and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as such underwriters may reasonably request and furnish to each underwriter a copy of such opinion and such letter;
(e) promptly notify the Selling Holders may reasonably request and each underwriter in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, in the case of such accountants’ letter, with respect to events subsequent to a registration statement or any post- effective amendment, when the date same has become effective, (ii) of such financial statements;
the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or "blue sky" laws or the initiation of any proceedings for that purpose, (f) as promptly as practicable, notify the Selling Holders in writing (iiii) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration Section 2.1 is required to be delivered under the Securities Act Act, of the happening of any event that the Issuer becomes aware of, as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iiiv) of any request by the SEC Commission, or any other regulatory body or other body having jurisdiction jurisdiction, for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders Holders, promptly prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gf) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange or automated interdealer quotation system on which the Class A Common Stock of MSCI is Units are then listed;
(hg) use its reasonable best efforts to assist the Holders in the marketing of Common Units in connection with underwritten offerings hereunder (including, to the extent reasonably requested by the lead or managing underwritersconsistent with work commitments, send appropriate using reasonable efforts to have officers of MSCI to the Issuer attend any “"road shows” " and analyst or investor presentations scheduled in connection with any such registration), with all out-of-pocket costs and expense expenses incurred by MSCI the Issuer or such officers in connection with such attendance or assistance to be paid by MSCIthe Issuer as provided in Section 2.4;
(h) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the managing underwriter reasonably requests; anduse its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition of the Registrable Securities owned by such Selling Holder in such jurisdictions (provided, however, that the Issuer will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) consent to general service of process in any such jurisdiction);
(i) so long make generally available to the Holders an earning statement satisfying the provisions of Section 11(a) of the Securities Act no later than 30 days after the end of the 12-month period beginning with the first day of the Issuer's first fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Issuer timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act;
(j) if requested by the managing underwriter or any Selling Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as the board of directors of MSCI shall not have provided by resolution managing underwriter or resolutions that all or some of all classes or series of the stock of MSCI shall any Selling Holder reasonably requests to be represented by uncertificated sharesincluded therein, furnish for delivery in connection including, without limitation, with the closing of any offering of Registrable Securities pursuant respect to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold by such Selling Holder, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such denominations offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(k) as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each Selling Holder;
(l) provide a CUSIP number for the Registrable Securities included in any registration statement not later than the effective date of such registration statement;
(m) cooperate with each Selling Holder and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.;
(n) prepare and file with the Commission promptly any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Issuer or the managing underwriter, is required in connection with the distribution of the Registrable Securities; and
(o) advise each Selling Holder of such Registrable Securities, promptly after it shall be requested receive notice or obtain knowledge thereof, of the issuance of any stop order by the Selling Holders Commission suspending the effectiveness of such registration statement or the underwritersinitiation or threatening of any proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.
Appears in 2 contracts
Samples: Registration Rights Agreement (Plains Resources Inc), Registration Rights Agreement (Plains Resources Inc)
Registration and Qualification. If and whenever MSCI the Issuer is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in this Agreement, MSCI the Issuer shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered in accordance with the intended method of disposition thereof;
(b) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all in the case of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and Required Shelf Registration, until the Shelf Termination Date, (ii) in the expiration case of the 90-day a Demand Registration or Piggyback Registration, for a period after of not less than 180 days (or such registration statement becomes effective; shorter period as is necessary for underwriters in an underwritten offering to sell unsold allotments), provided, that, that such 90180-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (fe) below is given by MSCI the Issuer to (y) the date on which MSCI the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (fe) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities (i) such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), (ii) such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, and (iii) such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the disposition of the Registrable Shares owned by such Holder or the sale of such securities by such underwriter (it being understood that, subject to Section 2.4 of this Agreement and a copy the requirements of any the Securities Act and all transmittal letters or other correspondence to or received fromapplicable state securities laws, the SEC Issuer consents to the use of the prospectus and any amendment or supplement thereto by each Holder of Registrable Securities and any other governmental agency underwriter of such Registrable Securities in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such prospectus, amendment or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offeringsupplement is a part);
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under in the securities or blue sky laws case of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall requestunderwritten offering, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Selling Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder the Issuer and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Issuer included in such the applicable registration statement, in each such case covering substantially the same such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer’s 's counsel with respect thereto and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the any such Selling Holders Holder or underwriter may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementsrequest;
(fe) as promptly as practicable, notify the each Selling Holders Holder and each underwriter of Registrable Securities in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration this Agreement is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction for any additional information or amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the any Selling Holders Holder or underwriter, promptly prepare and furnish to the each Selling Holders Holder and underwriter a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gf) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list cause all such Registrable Securities covered by such registration to be listed on each securities exchange and included for quotation on each automated interdealer quotation system on which the Class A Common Stock of MSCI is then listedlisted or included for quotation;
(g) provide a CUSIP number for the Registrable Shares included in any registration statement not later than the effective date of such registration statement;
(h) cooperate with each Selling Holder and each underwriter participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with the extent reasonably requested NASD;
(i) during the period when a prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(j) prepare and file with the Commission promptly any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Issuer or the managing underwriter, are required in connection with the distribution of the Registrable Securities;
(k) advise each Selling Holder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the lead Commission suspending the effectiveness of any registration statement or managing underwriters, send appropriate the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;
(l) use reasonable efforts to assist the Holders in the marketing of Common Stock in connection with underwritten offerings hereunder (including using reasonable efforts to have officers of MSCI to the Issuer attend any “"road shows” " and analyst or investor presentations scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI); and
(im) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration registration effected pursuant to this Agreement unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Amfm Inc), Registration Rights Agreement (Amfm Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act pursuant to this Agreement, MSCI shall the Company will as promptly expeditiously as is practicable:
(a) prepareprepare and file with the Commission, file as soon as practicable, and use its all commercially reasonable best efforts to cause to become effective effective, a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered on the form as the Investor, or if not filed pursuant to Section 1.2 or Section 1.4 hereof, the Company, may determine and for which the Company then qualifies;
(b) prepare and file with the SEC such Commission any amendments (including post-effective amendments) and supplements to such the registration statement and the prospectus used in connection therewith as may be necessary to keep such the registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such the time as that all of such the Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such the registration statement and (ii) or the expiration of one hundred eighty (180) days after the 90-day period after such registration statement becomes effective; provided, that, such 90that this 180-day period shall be extended in the case of a registration pursuant to Section 1.2 hereof for such that number of days that equals the number of days elapsing from (xi) the date the written notice contemplated by paragraph (fSection 1.6(f) below hereof is given by MSCI the Company to (yii) the date on which MSCI the Company delivers to the Holders of Registrable Securities Investor the supplement or amendment contemplated by paragraph (fSection 1.6(f) belowhereof; provided, further, that upon receipt of such notice from the Company, sellers of the Registrable Securities covered by such registration statement shall discontinue disposition of such Registrable Securities until the delivery by the Company to the Investor of the supplement or amendment contemplated by Section 1.6(f) hereof;
(c) furnish to the Holders each seller of Registrable Securities covered by such registration statement and to any underwriter of such Registrable Securities such that number of conformed copies of such the registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such that number of copies of the prospectus included in such the registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such those documents incorporated by reference in such registration statement or prospectus, and such any other documents, as such seller or the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its make every commercially reasonable best efforts effort to register or qualify all Registrable Securities covered by such obtain the withdrawal of any order suspending the effectiveness of the registration statement under at the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdictionearliest possible moment;
(e) if requested by the Investor in any underwritten offering, (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities the Investor an opinion of counsel for MSCI the Company addressed to each Selling Holder the Investor and dated the date of the closing under the underwriting agreement (if any) (or if such the offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder the Investor a “cold comfort” or “special procedures” letter addressed to each Selling Holder the Investor and signed by the independent public accountants who have audited the Company’s financial statements of MSCI included in such the registration statement, in each such case covering substantially the same matters with respect to such the registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such any other matters as the Selling Holders Investor may reasonably request and, in the case of such the accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders Investor in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration hereunder is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such the offering, and in either such casecase (i) or (ii), at the request of the Selling Holders Investor, prepare and furnish to the Selling Holders Investor a reasonable number of copies of a supplement to or an amendment of such the prospectus as may be necessary so that, as thereafter delivered to the purchasers of such the Registrable Securities, such that prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its commercially reasonable best efforts to list all such Registrable Securities covered by such a registration statement on each securities exchange and inter-dealer quotation system on which a class of common equity securities of the Class A Common Stock of MSCI Company is then listed, and to pay all fees and expenses in connection therewith;
(h) to upon the extent reasonably requested transfer of shares by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled Investor in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated sharesa registration hereunder, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold sought in such denominations as shall be requested by the Selling Holders Investor or the underwriters;
(i) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investor, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(j) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; and
(k) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Vintage Capital Group, LLC), Registration Rights Agreement (Caprius Inc)
Registration and Qualification. If and whenever MSCI is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) The Company shall prepare and file with the SEC such amendments and supplements to such any registration statement registering Eligible Securities and the prospectus used in connection therewith as may be necessary to keep such registration statement effective effective, and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Eligible Securities, until the earlier of (i) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Stockholders as set forth in the registration statement or the expiration of three years after the date such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes has become effective; provided, thathowever, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to event that the date of such financial statements;
(f) as promptly as practicable, Company shall notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act Stockholders of the happening of any event as a result of which would cause the prospectus included in as part of such registration statement, as then in effect, includes to include an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by such Selling Stockholders shall thereafter sell no shares under such registration statement until the SEC or any other regulatory body or other body having jurisdiction for any Company has filed an amendment of or supplement to the prospectus to cause the prospectus not to include an untrue statement of a material fact or omit to state any registration statement material facts required to be stated therein or other document relating necessary to such offeringmake the statements therein, and in either such case, at the request light of the Selling Holders prepare and furnish circumstances under which they were made, not misleading, and, subject to Section 2.5 hereof, the Selling Holders a reasonable number of copies of a Company shall be obligated to promptly amend or supplement to or an amendment of such the prospectus as may be necessary so that, as thereafter delivered to that the purchasers of such Registrable Securities, such prospectus shall does not include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading;
(gb) if reasonably requested by the lead or managing underwriters, The Company will use its reasonable best efforts to list register or qualify such Eligible Securities under the blue sky laws of such jurisdictions as any Selling Stockholder reasonably requests and to do any and all other acts which may be reasonably necessary to enable such Registrable Selling Stockholder to consummate the disposition in such jurisdictions of the Eligible Securities covered owned by such Selling Stockholder (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(c) The Company may require the Selling Stockholders to furnish to the Company such information regarding the Selling Stockholders and the distribution of the Eligible Securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the SEC in connection with any registration;
(d) The Company shall provide to each Selling Stockholder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Stockholder may reasonably request in order to facilitate the disposition of the Eligible Securities registered pursuant to such registration statement; and
(e) The Company will provide a transfer agent and registrar for all Eligible Securities not later than the effective date of the registration statement, and use its reasonable best efforts to cause the Eligible Securities to be listed on each securities exchange or national market system on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Boston Chicken Inc), Registration Rights Agreement (Boston Chicken Inc)
Registration and Qualification. If and whenever MSCI the Company is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3 hereof, the Company, shall:
(a) prepare and file a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 45 days (60 days if the applicable registration form is other than Form F-3 or Form S-3) after the date notice is given, and use its reasonable best efforts to cause the same to become effective as soon as practicable thereafter, but in no event later than 135 days after the date notice is given (150 days if the applicable registration form is other than Form F-3 or Form S-3); provided that, a reasonable time before filing a registration statement or prospectus, or any amendments or supplements thereto (other than reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder), the Company will furnish to the Holders and their counsel and other representatives (including underwriters) for review and comment, copies of all documents proposed to be filed; and provided further, that if a Holder so requests (i) it and its counsel and other representatives (including underwriters) may participate in the drafting and preparation of such registration statement and prospectus and (ii) such information as it believes may be beneficial to be included in the registration statement and prospectus for marketing purposes shall be included therein so long as disclosure of such information is in compliance with applicable law;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective with respect to the disposition of all Registrable Securities included therein and to otherwise comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities included therein until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of nine months (three years if the 90-day period registration statement is a Form F-3 or Form S-3) after such registration statement becomes effective; provided, that, that such 90nine-day month period shall be extended for such number of days that equals the number of days elapsing from (xA) the date the written notice contemplated by paragraph (fg) below is given by MSCI the Company to (yB) the date on which MSCI the Company delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (fg) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and of each supplement thereto, and of each free writing prospectus (as defined in Rule 405 under the Securities Act), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions (domestic or foreign) as the Holders or any underwriter of such Registrable Securities or any underwriter to such Registrable Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish one or more opinions of counsel for the Company addressed to the underwriters and each Holder of Registrable Securities included in such registration (each, each a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the any closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish one or more “comfort” letters addressed to the underwriters and each Selling Holder a “cold comfort” letter addressed to each Selling Holder Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company’s financial statements included in such registration statement (or any financial statements of MSCI an acquired business or any other financial statements included in such registration statement), in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letterletters, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any registration statement relating to such offering or the initiation of proceedings for that purpose and in either any such casecase (i), (ii) or (iii) at the request of the Selling Holders Holders, promptly prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, to comply with such request by the SEC or any other regulatory authority or to remove such stop order;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and inter-dealer quotation system on which the Class A Common Stock of MSCI Shares is then listed and, if the Registrable Securities are a class of Common Shares that is not then so listed, then to list such securities on a securities exchange or inter-dealer quotation system selected by the holders of at least a majority of such Registrable Securities;
(h) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or inter-dealer quotation system (in each case, domestic or foreign) not described in paragraph (g) above as the Selling Holders or any underwriter of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and to do any and all other acts and things which may be necessary or advisable to effect such listing;
(i) to the extent reasonably requested by the lead or managing underwritersunderwriters in connection with any underwritten offering, send appropriate officers of MSCI the Company to attend participate in any “road shows” scheduled and other customary marketing activities in connection with any such registration, ;
(j) use its reasonable best efforts to comply with all outapplicable rules of the SEC and to make available to its security holders, as soon as reasonably practicable (but not more than one hundred and twenty (120) days after the end of the twelve-of-pocket costs month period beginning with the effective date of the registration statement), an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and expense incurred by MSCI or the rules and regulations promulgated thereunder;
(k) without limiting Section 5(e) above, use its reasonable best efforts to cause such officers in connection with such attendance Registrable Securities to be paid registered with or approved by MSCIsuch other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;
(l) without limiting the generality of any other provision of this Agreement, permit any Holder of Registrable Securities which Holder, in its reasonable judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included; provided however that such language shall be removed if objected to by the Staff of the Securities and Exchange Commission; and
(im) so long as otherwise use its reasonable best efforts to take all other steps necessary to effect the board registration of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of such Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriterscontemplated hereby.
Appears in 2 contracts
Samples: Framework Agreement (North Atlantic Drilling Ltd.), Framework Agreement (Seadrill LTD)
Registration and Qualification. If and whenever MSCI (a) In the event that the Parent is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities pursuant to this Article 3, MSCI shall as promptly as practicable:
the Parent shall: (ai) prepare, file and use its reasonable best efforts to to, as promptly as practicable, prepare, file and cause to become effective and remain effective a registration statement under the Securities Act Registration Statement relating to the such Registrable Securities to be offered;
Securities; (bii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement for such registration statement Registrable Securities and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effectiveof; provided, thatthat the Parent shall, as far in advance as practicable but at least five Business Days prior to filing a Registration Statement or prospectus (or any amendment or supplement thereto), furnish to each Selling Holder, for their review, copies of such 90-day period Registration Statement or prospectus (or amendment or supplement) as proposed to be filed (including, upon the request of such Selling Holder, documents to be incorporated by reference therein); provided, further, that each Selling Holder may request reasonable changes to such Registration Statement, prospectus, amendment or supplement (as the case may be) and the Parent shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI required to (y) the date on which MSCI delivers comply therewith to the Holders extent necessary to lawfully complete such filing or maintain the effectiveness of Registrable Securities the supplement or amendment contemplated by paragraph such Registration Statement; (f) below;
(ciii) furnish to the Holders of Registrable Securities each Selling Holder and to any each underwriter of such Registrable Securities such number of conformed copies of such registration statement Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents as are incorporated by reference in such registration statement Registration Statement or prospectusprospectus (including any amendments or supplements thereto), and such other documents, documents as the Holders of Registrable Securities such Selling Holder or such underwriter may reasonably request; (iv) promptly notify each Selling Holder in writing of the effectiveness of the Registration Statement and of any stop order issued or threatened by the SEC with respect thereto, use its reasonable best efforts to prevent the entry of any such stop order that is threatened and promptly remove any such stop order that has been 16 entered, and a copy promptly notify each Selling Holder of such lifting or withdrawal of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction such stop order; (including any domestic or foreign securities exchange) relating to such offering;
(dv) use its reasonable best efforts to (x) register or qualify all Registrable Securities covered by such registration statement Registration Statement under the securities or blue sky laws of such jurisdictions as the Holders may be requested by any Selling Holder or underwriter of such Registrable Securities or Securities, and promptly notify the Selling Holders of the receipt of any underwriter notification with respect to such the suspension of the qualification of Registrable Securities shall request, for sale or offer in any such jurisdiction and use its reasonable best efforts to (y) obtain all appropriate registrations, permits and consents in connection therewithwith such registrations and qualifications, and do any and all other acts and things which may be (including using reasonable best efforts to promptly remove any such suspension) necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter and underwriters to consummate the disposition of such Registrable Securities in such jurisdictions of its Registrable Securities covered by such registration statementjurisdictions; provided, that, MSCI that the Parent shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified or qualified, to consent to general service of process in any such jurisdiction;
jurisdiction or to amend its Organizational Documents; (e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (iivi) use its reasonable best efforts to furnish to each Selling Holder a “and underwriter of such Registrable Securities (x) an opinion of counsel to the Parent addressed to each such Selling Holder and underwriter and dated the date of the closing under the Underwriting Agreement (with respect to an underwritten offering) or the effective date of the Registration Statement (if the offering is not underwritten) and (y) "cold comfort” letter " letters dated the effective date of the Registration Statement (and, with respect to any underwritten offering, brought down to the date of closing under the Underwriting Agreement) addressed to each Selling Holder and (as applicable) underwriter and signed by the independent public accountants who have audited certified the Parent's financial statements of MSCI included in such registration statementRegistration Statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in such opinions of issuer’s counsel and cold comfort letters in accountants’ letters delivered to underwriters in connection with underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
securities; (f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gvii) if reasonably requested by the lead or managing underwritersunderwriter, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each national securities exchange on which the Class A Common Stock of MSCI is Shares are then listed;
; (hviii) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any the registered offering of such Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the such Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersunderwriters (if any) for such Registrable Securities; (ix) not later than the effective date of the applicable Registration Statement, (x) retain a transfer agent and registrar (if the Parent does not already have one), (y) obtain a CUSIP number for all Registrable Securities included in such Registration Statement and (z) provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company or other applicable clearing agency; 17 (x) in the case of an underwritten offering of such Registrable Securities, cause its senior executive officers to participate in such customary "road show" presentations as may be reasonably requested by the managing underwriter, and to otherwise facilitate, cooperate with, and participate in each proposed offering of Registrable Securities pursuant to this Article 3 and customary selling efforts related thereto; and (xi) otherwise use its reasonable best efforts to comply with all applicable securities laws, including the Securities Act, the Exchange Act, and state securities and "blue sky" laws. (b) In the event that the Parent delivers a prospectus covering Registrable Securities to the Selling Holders and such prospectus is subsequently amended to comply with the requirements of the Securities Act, the Parent shall promptly notify each Selling Holder and may, in its discretion, request that the Selling Holders cease making offers of Registrable Securities and return to the Parent all prospectuses in their possession. In the event that the Parent makes such a request each Selling Holder shall immediately cease making such offers and shall promptly return all such prospectuses. The Parent shall promptly provide the Selling Holders with revised prospectuses and each Selling Holder shall be free, following its receipt of such revised prospectuses, to resume making offers of the Registrable Securities.
Appears in 2 contracts
Samples: Governance Agreement, Governance Agreement
Registration and Qualification. If and whenever MSCI Blockbuster is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 2.01 or a Piggyback Registration2.02, MSCI Blockbuster shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of the 90-day period (i) six months after such registration statement becomes effective or (ii) twenty four months after a registration statement filed in a Rule 415 Offering becomes effective; providedPROVIDED, that, that such 90-day period respective periods shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI Blockbuster to (y) the date on which MSCI Blockbuster delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; providedPROVIDED, that, MSCI that Blockbuster shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”"SELLING HOLDER") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI Blockbuster addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ) and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” "COLD COMFORT" letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI Blockbuster included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Sections 2.01 or Piggyback Registration 2.02 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A Common Stock a class of MSCI common equity securities of Blockbuster is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI Blockbuster to attend any “road shows” "ROAD SHOWS" scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI Blockbuster or such officers in connection with such attendance to be paid by MSCIBlockbuster; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 2.01 or Piggyback Registration 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Blockbuster Inc), Registration Rights Agreement (Blockbuster Inc)
Registration and Qualification. If and whenever MSCI (a) In the event that the Company is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities pursuant to this Article III, MSCI shall as promptly as practicablethe Company shall:
(ai) prepare, file and use its reasonable best efforts to to, as promptly as practicable, prepare, file and cause to become effective and remain effective a registration statement under the Securities Act Registration Statement relating to the such Registrable Securities to be offeredSecurities;
(bii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement for such registration statement Registrable Securities and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effectiveof; provided, thatthat the Company shall, as far in advance as practicable but at least five (5) Business Days prior to filing a Registration Statement or prospectus (or any amendment or supplement thereto), furnish to each Selling Holder, for their review, copies of such 90-day period Registration Statement or prospectus (or amendment or supplement) as proposed to be filed (including, upon the request of such Selling Holder, documents to be incorporated by reference therein); provided, further, that each Selling Holder may request reasonable changes to such Registration Statement, prospectus, amendment or supplement (as the case may be) and the Company shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI required to (y) the date on which MSCI delivers comply therewith to the Holders extent necessary to lawfully complete such filing or maintain the effectiveness of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowsuch Registration Statement;
(ciii) furnish to the Holders of Registrable Securities each Selling Holder and to any each underwriter of such Registrable Securities such number of conformed copies of such registration statement Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents as are incorporated by reference in such registration statement Registration Statement or prospectusprospectus (including any amendments or supplements thereto), and such other documents, documents as the Holders of Registrable Securities such Selling Holder or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(div) promptly notify each Selling Holder in writing of the effectiveness of the Registration Statement and of any stop order issued or threatened by the SEC with respect thereto, use its reasonable best efforts to prevent the entry of any such stop order that is threatened and promptly remove any such stop order that has been entered, and promptly notify each Selling Holder of such lifting or withdrawal of any such stop order;
(v) use its reasonable best efforts to (x) register or qualify all Registrable Securities covered by such registration statement Registration Statement under the securities or blue sky laws of such jurisdictions as the Holders may be reasonably requested by any Selling Holder or underwriter of such Registrable Securities or and promptly notify the Selling Holders of the receipt of any underwriter notification with respect to such the suspension of the qualification of Registrable Securities shall request, for sale or offer in any such jurisdiction and use its reasonable best efforts to (y) obtain all appropriate registrations, permits and consents in connection therewithwith such registrations and qualifications, and do any and all other acts and things which may be (including using reasonable best efforts to promptly remove any such suspension) necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter and underwriters to consummate the disposition of such Registrable Securities in such jurisdictions of its Registrable Securities covered by such registration statementjurisdictions; provided, that, MSCI that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified or qualified, to consent to general service of process in any such jurisdictionjurisdiction or to amend its Governing Documents;
(evi) (i) in an underwritten offering, use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities (x) an opinion letter and negative assurance letter of counsel for MSCI to the Company addressed to each Selling Holder such underwriter and dated the date of the closing under the underwriting agreement Underwriting Agreement and (if anyy) (or if such offering is not underwritten, “cold comfort” letters dated the effective date of the registration statement), Registration Statement (and (iibrought down to the date of closing under the Underwriting Agreement) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder underwriter and signed by the independent public accountants who have audited certified the Company’s financial statements of MSCI included in such registration statementRegistration Statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in such opinions of issuer’s counsel and cold comfort letters in accountants’ letters delivered to underwriters in connection with underwritten public offerings of securities securities;
(vii) not later than the effective date of the applicable Registration Statement, (x) retain a transfer agent and registrar (if the Company does not already have one), (y) obtain a CUSIP number for all Registrable Securities included in such Registration Statement and (z) provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company or other matters as the Selling Holders may reasonably request and, applicable clearing agency;
(viii) in the case of such accountants’ letter, with respect to events subsequent to the date an underwritten offering of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating Registrable Securities cause its senior executive officers to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included participate in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus customary “road show” presentations as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwritersunderwriter, and to otherwise facilitate, cooperate with, and participate in each proposed offering of Registrable Securities pursuant to this Article III and customary selling efforts related thereto; and
(ix) otherwise use its reasonable best efforts to list comply with all applicable securities laws, including the Securities Act, the Exchange Act, and state securities and “blue sky” laws.
(b) In the event that the Company delivers a prospectus covering Registrable Securities to the Selling Holders and such prospectus is subsequently amended to comply with the requirements of the Securities Act, the Company shall promptly notify each Selling Holder and may, in its discretion, request that the Selling Holders cease making offers of Registrable Securities and return to the Company all prospectuses in their possession. In the event that the Company makes such a request each Selling Holder shall immediately cease making such offers and shall promptly return all such prospectuses. The Company shall promptly provide the Selling Holders with revised prospectuses and each Selling Holder shall be free, following its receipt of such revised prospectuses, to resume making offers of the Registrable Securities covered by such registration on each securities exchange on Securities.
(c) In the event that the Company determines, in its sole discretion, that it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Class A Common Stock of MSCI is then listed;
(h) Company believes public disclosure would be detrimental to the extent reasonably requested by Company, the lead or managing underwriters, send appropriate officers of MSCI Company shall direct the Selling Holders to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering discontinue sales of Registrable Securities pursuant to such prospectus, and each Selling Holder shall immediately so discontinue, until such Selling Holder has received copies of a Demand Registration supplemented or Piggyback Registration unlegended certificates representing ownership amended prospectus or until such Selling Holder is advised in writing by the Company that the then-current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall promptly furnish to each Selling Holder copies of any such supplemented or amended prospectuses or additional or supplemental filings, as the case may be. Notwithstanding anything to the contrary in this Agreement, the Company shall not exercise its rights under this Section 3.5(c) to suspend sales of Registrable Securities being sold for a period in such denominations as shall be requested by the Selling Holders or the underwritersexcess of one hundred and thirty five (135) days during any period of three hundred and sixty five (365) consecutive days.
Appears in 2 contracts
Samples: Stockholders Agreement (Thryv Holdings, Inc.), Stockholders Agreement (Thryv Holdings, Inc.)
Registration and Qualification. If and whenever MSCI the Company is required to use all reasonable efforts to effect a Demand Registration the registration of any Eligible Securities under the Securities Act as provided in Articles 3 or a Piggyback Registration4, MSCI shall the Company will as promptly as is practicable:
(a) prepare, file and use its all reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to regarding the Registrable Eligible Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Eligible Securities until the earlier of (i) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Investors set forth in such registration statement and (ii) or the expiration of the 90-day period twelve months after such registration statement Registration Statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities Selling Investors and to any underwriter of such Registrable Eligible Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Holders of Registrable Securities Selling Investors or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its all reasonable best efforts to register or qualify all Registrable Eligible Securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities Selling Investors or any underwriter to of such Registrable Eligible Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable reasonably requested by the Holders of Registrable Securities Selling Investors or any such underwriter to consummate the disposition in such jurisdictions of its Registrable the Eligible Securities covered by such registration statement; provided, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any such jurisdictionjurisdiction where it is not then subject to service of process;
(e) use all reasonable efforts to list the Eligible Securities on each national securities exchange on which the Common Stock is then listed, if the listing of such securities is then permitted under the rules of such exchange;
(i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachthe Selling Investors, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company, addressed to each Selling Holder and them, dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement)agreement, and (ii) use its all reasonable best efforts to furnish to each the Selling Holder a “cold comfort” letter Investors, addressed to each Selling Holder and them, a "comfort letter" signed by the independent public accountants who have audited certified the Company's financial statements of MSCI included in such registration statement, in addressed to them, each such case document covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders Investors may reasonably request request; and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(fg) as promptly as practicable, immediately notify the Selling Holders in writing (i) Investors at any time when a prospectus relating to a registration pursuant to a Demand Registration Article 3 or Piggyback Registration 4 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders investors prepare and furnish to the Selling Holders a reasonable number of Investors as many copies of a supplement to or an amendment of such prospectus as may be necessary the Selling Investors reasonably request so that, as thereafter delivered to the purchasers of such Registrable Eligible Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading;
(g) if . The Company may require the Selling Investors to furnish the Company such information regarding the Selling Investors and the distribution of such securities as the Company may from time to time reasonably requested request in writing and as shall be required by law or by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled SEC in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (General Growth Properties Inc), Registration Rights Agreement (General Growth Properties Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect the registration of any of the Shares under the Securities Act as provided in Sections 2 and 3, including an underwritten offering pursuant to a Demand Registration or a Piggyback Shelf Registration, MSCI shall the Company will as promptly as practicable:is practicable (but in no event, in the case of the initial filing of the registration statement, later than 30 days after the date of a demand under Section 2 if the applicable registration form is Form S-3 or a successor form, and for any other form, 90 days from the date of such demand):
(a) prepare, prepare and file with the SEC a registration statement with respect to such Shares and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after the initial filing thereof (provided that before filing a registration statement under or prospectus or any amendments or supplement thereto, the Securities Act relating Company shall furnish to the Registrable Securities counsel selected by the Holders of a majority of the Shares covered by such registration statement copies of all such documents proposed to be offeredfiled (which documents shall be subject to the review and comment of such counsel));
(b) except in the case of a Shelf Registration, Convertible Registration or Exchange Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Shares until the earlier of (i) such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and or (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such plus the number of days that equals any filing or effectiveness has been delayed under Section 2.1(b);
(c) in the case of a Shelf Registration (but not including any Convertible Registration), prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the earlier of (i) 24 months after the effective date of such registration statement plus the number of days elapsing from that any filing or effectiveness has been delayed under Section 2.1(b) and/or suspended under Section 4.3(a), and (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (yii) the date on which MSCI delivers all the Shares subject thereto have been sold pursuant to such registration statement (the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below“Shelf Effective Period”);
(cd) in the case of a Convertible Registration or an Exchange Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares subject thereto until such time as the rules, regulations and requirements of the Securities Act and the terms of the Convertible Securities no longer require such Shares to be registered under the Securities Act (the “Convertible Effective Period”);
(e) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(df) use its reasonable best efforts to register or qualify all Registrable Securities of the Shares covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities Shares shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities the Shares covered by such registration statement; provided, that, MSCI except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachthe Selling Holders, a “Selling Holder”) and addressed to any underwriter of such Registrable Securities them, an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), Company and (ii) use its reasonable best efforts to furnish to each the Selling Holder Holders, addressed to them, a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited certified the Company’s financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request andrequest, in each case, in form and substance and as of the case of such accountants’ letter, with respect to events subsequent dates reasonably satisfactory to the date of such financial statementsSelling Holders;
(fh) as promptly as practicable, immediately notify the Selling Holders in writing (i) Holders, at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
(i) permit any Selling Holder(s) comprising holders of a majority of the Shares to be included in such registration, , in their sole and exclusive judgment, to participate in the preparation of such registration or comparable statement (including but not limited to having prompt access to any SEC comment letters or other communications in connection with such registration and the Company’s responses thereto) and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Selling Holder(s) and their counsel should be included;
(gj) if reasonably requested to make available members of management of the Company, as selected by the lead Holders of a majority of the Shares included in such registration, for assistance in the selling effort relating to the Shares covered by such registration, including, but not limited to, the participation of such members of the Company’s management in road show presentations.
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or managing underwritersof any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company shall use it best efforts promptly to obtain the withdrawal of such order; and
(l) use its reasonable best efforts to list all such Registrable Securities cause Shares covered by such registration on each statement to be registered with or approved by such other government agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Shares. The Company may require the Selling Holders to furnish the Company with such information regarding the Selling Holders and the distribution of such Shares as the Company may from time to time reasonably request in writing and as shall be required by law, the SEC or any securities exchange on which the Class A any shares of Common Stock of MSCI is are then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled listed for trading in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Freescale Semiconductor Inc), Registration Rights Agreement (Freescale Semiconductor Inc)
Registration and Qualification. (a) If and whenever MSCI the Corporation is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2.01 or a Piggyback Registration2.02, MSCI the Corporation shall as promptly as practicable:
(ai) prepare, prepare and (within sixty (60) days after the request of the Initial Requesting Holder has been given) file and use its reasonable best efforts to cause to become effective as promptly as practicable a registration statement under the Securities Act Registration Statement relating to the Registrable Securities to be offeredoffered in accordance with the intended method of disposition thereof;
(bii) prepare and file with the SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effectiveRegistration Statement; provided, thatthat the Corporation will, as far in advance as practicable but at least five Business Days prior to filing a Registration Statement or prospectus (or any amendment or supplement thereto), furnish to each Selling Holder, for their review, copies of such 90-day period Registration Statement or prospectus (or amendment or supplement) as proposed to be filed (including, upon the request of such Holder, documents to be incorporated by reference therein); and provided, further, that each Selling Holder may request reasonable changes to such Registration Statement or prospectus (or amendment or supplement) and the Corporation shall be extended for required to comply therewith (A) if the Selling Holder is an Initial Member, and such number of days Initial Member reasonably believes that equals the number of days elapsing from provisions in question would have an impact or effect on such Initial Member, or (xB) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers solely to the Holders of Registrable Securities extent necessary, if at all, to lawfully complete the supplement filing or amendment contemplated by paragraph (f) belowmaintain the effectiveness thereof;
(ciii) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement Registration Statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, from the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(div) after the filing of the Registration Statement, promptly notify each Selling Holder in writing of the effectiveness thereof and of any stop order issued or threatened by the SEC and take all commercially reasonable actions required to prevent the entry of such stop order or to promptly remove it if entered and promptly notify each Selling Holder of such lifting or withdrawal of such order;
(v) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement Registration Statement under the securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and promptly notify the Selling Holders of the receipt of any notification with respect to the suspension of the qualification of Registrable Securities for sale or offer in any such jurisdiction;
(vi) use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things (including, without limitation, reasonable best efforts to promptly remove any such suspension) which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its the Registrable Securities covered by such registration statementRegistration Statement; provided, that, MSCI that the Corporation shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or qualified, to consent to general service of process in any such jurisdictionjurisdiction or to amend its certificate of incorporation or bylaws;
(e) (ivii) use its reasonable best efforts to furnish to each Selling Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities (i) an opinion of counsel for MSCI the Corporation addressed to such underwriter and each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ) and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter letters dated as of the effective date of the registration statement and brought down to the date of closing under the underwriting agreement addressed to such underwriter and each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Corporation included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in connection with the consummation of underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gviii) if reasonably requested by the lead or managing underwritersunderwriter(s), use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A shares of Common Stock of MSCI is are then listed;
(hix) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Section 2.01 or Piggyback Registration 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters;
(x) not later than the effective date of the applicable Registration Statement, provide (A) a transfer agent and registrar (if the Corporation does not already have such an agent), (B) a CUSIP number for all Registrable Securities included in such Registration Statement and (C) the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company or other applicable clearing agency;
(xi) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such underwritten offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and
(xii) otherwise use its reasonable best efforts to comply with all applicable securities laws, including the rules and regulations of the SEC.
(b) If the Corporation has delivered a prospectus to the Selling Holders and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify the Selling Holders and, if requested, the Selling Holders shall immediately cease making offers of Registrable Securities and return to the Corporation all prospectuses in their possession. The Corporation shall promptly provide the Selling Holders with revised prospectuses and, following receipt of the revised prospectuses, the Selling Holders shall be free to resume making offers of the Registrable Securities.
(c) In the event that, in the judgment of the Corporation, it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Corporation believes public disclosure would be detrimental to the Corporation, the Corporation shall direct the Selling Holders to discontinue sales of Registrable Securities pursuant to such Registration, and each Selling Holder shall immediately so discontinue, until such Selling Holder has received copies of a supplemented or amended prospectus or until such Selling Holder is advised in writing by the Corporation that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall provide the Selling Holders with any such supplemented or amended prospectuses or additional or supplemental filings, as the case may be. Notwithstanding anything to the contrary in this Exhibit C, the Corporation shall not exercise its rights under this Section 2.05(c) to suspend sales of Registrable Securities for a period in excess of sixty (60) days consecutively or ninety (90) days in any three hundred and sixty five (365)-day period.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Registration and Qualification. If and whenever MSCI the Company is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the 1933 Act as provided in Section 2.1, MSCI the Company shall as promptly as practicable, but subject to the other provisions of this Agreement:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities 1933 Act relating to the Registrable Securities to be offeredoffered in accordance with the intended method of disposition thereof;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all such Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement; provided that the Company will, at least 3 business days prior to filing a registration statement and (ii) the expiration including Registrable Securities under this Agreement or a related prospectus or any amendment or supplement thereto, furnish to each applicable Selling Holder copies of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from or prospectus (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (for supplement) belowas proposed to be filed;
(c) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibitsexhibits (other than exhibits incorporated by reference therein)), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities 1933 Act, and such documents incorporated by reference in such registration statement or prospectus, and such other documents, prospectus as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) after the filing of the registration statement, promptly notify each Selling Holder in writing of the effectiveness thereof and of any stop order issued or, to the knowledge of the Company, threatened by the SEC and use its reasonable best efforts to prevent the entry of such stop order or to promptly remove it if entered and promptly notify each Selling Holder of such lifting or withdrawal of such order;
(e) use its reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holders to consummate the disposition of such Registrable Securities;
(f) use its reasonable efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as may be necessary and as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its the Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction;
(e) (ig) use its reasonable best efforts in the event of an underwritten offering to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities (i) an opinion of counsel for MSCI the Company addressed to each Selling Holder underwriter and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder underwriter and signed by the independent public accountants who have audited the financial statements of MSCI the Company included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in connection with the consummation of underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementssecurities;
(fh) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration Section 2.1 is required to be delivered under the Securities 1933 Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, subject to clause (iii) of the second proviso to Section 2.1(a) and the sentence immediately following such clause, at the request of the Selling Holders prepare and furnish to the Selling Holders as promptly as practicable a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading (and the Selling Holders agree to immediately discontinue use of the prospectus included in such registration statement following receipt of such notice until such time as such prospectus shall have been so amended or supplemented or such time as the Company shall have provided the Selling Holders with a subsequent notice to the effect that such prospectus may again be used);
(gi) if reasonably requested by the lead or managing underwritersunderwriters or Selling Holders, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which a class of common equity securities of the Class A Common Stock of MSCI Company is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(ij) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any underwritten offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration registration effected pursuant to Section 2.1 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Diversa Corp), Asset Sale Agreement (Diversa Corp)
Registration and Qualification. If and whenever MSCI the Issuer is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in Section 2.1, MSCI the Issuer shall as promptly as practicable:practicable (but subject to the provisions of Section 2.1):
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered in accordance with the intended method of disposition thereof;
(b) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period 180 days after such registration statement becomes effective; , provided, that, that such 90180-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (fSection 2.4(e) below is given by MSCI the Issuer to (y) the date on which MSCI the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (fSection 2.4(e) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), ) in conformity with the requirements of the Securities Act, Act and such documents incorporated by reference in such registration statement or prospectus, and such other documents, prospectus as the Holders of Registrable Securities or such underwriter may reasonably requestrequest (it being understood that, subject to Section 2.8 and a copy the requirements of any the Securities Act and all transmittal letters or other correspondence to or received fromapplicable state securities law, the SEC Issuer consents to the use of the prospectus and any amendment or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating supplement thereto by each Selling Holder and the underwriters in connection with the offering and sale of the Registrable Securities covered by the registration statement of which such prospectus, amendment to such offeringsupplement is a part);
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder the Issuer and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Issuer included in such or incorporated by reference into the applicable registration statement, in each such case covering substantially the same such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer’s 's counsel with respect thereto and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as such underwriters may reasonably request and furnish to each underwriter a copy of such opinion and such letter;
(e) promptly notify the Selling Holders may reasonably request and each underwriter in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, in the case of such accountants’ letter, with respect to events subsequent to a registration statement or any post- effective amendment, when the date same has become effective, (ii) of such financial statements;
the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or "blue sky" laws or the initiation of any proceedings for that purpose, (f) as promptly as practicable, notify the Selling Holders in writing (iiii) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration Section 2.1 is required to be delivered under the Securities Act Act, of the happening of any event that the Issuer becomes aware of, as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iiiv) of any request by the SEC Commission, or any other regulatory body or other body having jurisdiction jurisdiction, for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders Holders, promptly prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gf) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange or automated interdealer quotation system on which the Class A Common Stock of MSCI is then listed;
(hg) use its reasonable best efforts to assist the Holders in the marketing of Common Stock in connection with underwritten offerings hereunder (including, to the extent reasonably requested by the lead or managing underwritersconsistent with work commitments, send appropriate using reasonable efforts to have officers of MSCI to the Issuer attend any “"road shows” " and analyst or investor presentations scheduled in connection with any such registration), with all out-of-pocket costs and expense expenses incurred by MSCI the Issuer or such officers in connection with such attendance or assistance to be paid by MSCIthe Issuer as provided in Section 2.3;
(h) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the managing underwriter reasonably requests; anduse its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition of the Registrable Securities owned by such Selling Holder in such jurisdictions (provided, however, that the Issuer will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) consent to general service of process in any such jurisdiction);
(i) so long make generally available to the Holders an earning statement satisfying the provisions of Section 11(a) of the Securities Act no later than 30 days after the end of the 12-month period beginning with the first day of the Issuer's first fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Issuer timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act;
(j) if requested by the managing underwriter or any Selling Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as the board of directors of MSCI shall not have provided by resolution managing underwriter or resolutions that all or some of all classes or series of the stock of MSCI shall any Selling Holder reasonably requests to be represented by uncertificated sharesincluded therein, furnish for delivery in connection including, without limitation, with the closing of any offering of Registrable Securities pursuant respect to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold by such Selling Holder, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such denominations offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(k) as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each Selling Holder;
(l) provide a CUSIP number for the Registrable Securities included in any registration statement not later than the effective date of such registration statement;
(m) cooperate with each Selling Holder and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.;
(n) prepare and file with the Commission promptly any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Issuer or the managing underwriter, is required in connection with the distribution of the Registrable Securities; and
(o) advise each Selling Holder of such Registrable Securities, promptly after it shall be requested receive notice or obtain knowledge thereof, of the issuance of any stop order by the Selling Holders Commission suspending the effectiveness of such registration statement or the underwritersinitiation or threatening of any proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.
Appears in 2 contracts
Samples: Registration Rights Agreement (Plains Resources Inc), Registration Rights Agreement (Plains Resources Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Shares under the Securities Act as provided in Articles II and III, MSCI shall the Company will as promptly as is practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities regarding Shares to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Shares until the earlier of (i) such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement and or (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities Shares covered by such registration statement under the such other securities or blue sky laws of such United States jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities Shares shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities Shares covered by such registration statement; provided, that, MSCI except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachthe Selling Holders, a “Selling Holder”) and addressed to any underwriter of such Registrable Securities them, an opinion of counsel for MSCI addressed to each Selling Holder and the Company, dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement)agreement, and (ii) use its reasonable best efforts to furnish to each the Selling Holder Holders, addressed to them, a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited certified the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request request; and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Article II or Piggyback Registration III is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if . The Company may require the Selling Holders to furnish the Company with such information regarding the Selling Holders and the distribution of such securities as the Company may from time to time reasonably requested request in writing and as shall be required by law, the lead SEC or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each any securities exchange on which the Class A any shares of Common Stock of MSCI is are then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled listed for trading in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Metris Companies Inc), Registration Rights Agreement (Metris Companies Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use all reasonable efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Eligible Securities under the Securities Act as provided in Article 3, MSCI shall the Company will as promptly as is practicable:
(a) prepare, file and use its all reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to regarding the Registrable Eligible Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Eligible Securities until the earlier of (i) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Investors set forth in such registration statement and (ii) or the expiration of the 90-day period twelve (12) months after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities each Selling Investor and to any underwriter of such Registrable Eligible Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Holders of Registrable Securities such Selling Investor or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its all reasonable best efforts to register or qualify all Registrable Eligible Securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities Selling Investors or any underwriter to of such Registrable Eligible Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable reasonably requested by the Holders of Registrable Securities Selling Investors or any such underwriter to consummate the disposition in such jurisdictions of its Registrable the Eligible Securities covered by such registration statement; provided, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any such jurisdictionjurisdiction where it is not then subject to service of process;
(e) (i) use its all reasonable best efforts to furnish to list the Eligible Securities on each Holder of Registrable Securities included in such registration (eachnational securities exchange on which the Common Stock is then listed, a “Selling Holder”) and to any underwriter if the listing of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing securities is then permitted under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case rules of such accountants’ letter, with respect to events subsequent to the date of such financial statements;exchange; and
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) Investors at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration Article 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the any Selling Holders Investor prepare and furnish to the Selling Holders a reasonable number of such Investor as many copies of a supplement to or an amendment of such prospectus as the Selling Investor may be necessary request so that, as thereafter delivered to the purchasers of such Registrable Eligible Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading;
(g) if . The Company may require the Investors to furnish the Company such information regarding the Investors and the distribution of such securities as the Company may from time to time reasonably requested request in writing and as shall be required by law or by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled SEC in connection with any registration. The Company may also impose such registration, with all out-of-pocket costs restrictions and expense incurred by MSCI or limitations on the distribution of such officers in connection with such attendance to be paid by MSCI; and
(i) so long Eligible Securities as the board of directors of MSCI shall not have provided by resolution Company reasonably believes are necessary or resolutions that all advisable to comply with applicable law or some of all classes or series of the stock of MSCI shall be represented by uncertificated sharesto effect an orderly distribution, furnish for delivery including those restrictions set forth in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersSection 4.3 hereof.
Appears in 2 contracts
Samples: Redemption, Registration Rights and Lock Up Agreement (Macerich Co), Redemption, Registration Rights and Lock Up Agreement (Macerich Co)
Registration and Qualification. If and whenever MSCI the Company is required to use all commercially reasonable efforts to effect a Demand Registration the registration of any Eligible Securities under the Securities Act as provided in Articles 3 or a Piggyback Registration4, MSCI shall the Company will as promptly as is practicable:
(a1) prepare, file and use its all commercially reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to regarding the Registrable Eligible Securities to be offered;
(b2) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and take such other actions as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Eligible Securities until the earlier of (iA) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement and or (iiB)(i) the expiration of the 90-day period twelve months after such Registration Statement becomes effective or (ii), with respect to a Shelf Registration Statement, such longer time as all of such Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement becomes effectivestatement; provided, that, such 90longer period will only be available (A) to the extent that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis and (B) if applicable rules under the Securities Act governing the obligation to file a post-day period shall be extended for such number effective amendment permit, in lieu of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to filing a post-effective amendment which (y) includes any prospectus required by Section 10(a) of the date on which MSCI delivers Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Holders Securities Exchange Act of Registrable Securities 1934, as amended, in the supplement or amendment contemplated by paragraph (f) belowregistration statement;
(c3) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Eligible Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary supplemental prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d4) use its commercially reasonable best efforts to register or qualify all Registrable Eligible Securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Eligible Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable reasonably requested by the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable the Eligible Securities covered by such registration statement; provided, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any such jurisdictionjurisdiction where it is not then subject to service of process;
(e5) use all commercially reasonable efforts to list the Eligible Securities on each national securities exchange on which the Common Stock is then listed, if the listing of such securities is then permitted under the rules of such exchange;
(i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “the Selling Holder”) and to any underwriter of such Registrable Securities Holders an opinion of counsel for MSCI the Company, addressed to each Selling Holder and them, dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement)agreement, and (ii) use its reasonable best efforts to furnish to each the Selling Holder a “cold comfort” letter Holders, addressed to each Selling Holder and them, a "comfort letter" signed by the independent public accountants who have audited certified the Company's financial statements of MSCI included in such registration statement, in addressed to them, each such case document covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementsrequest;
(f7) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Article 3 or Piggyback Registration 4 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of as many copies of a supplement to or an amendment of such prospectus as may be necessary the Selling Holders reasonably request so that, as thereafter delivered to the purchasers of such Registrable Eligible Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading;; and
(g) if reasonably requested 8) immediately notify the Selling Holders of the issuance by the lead SEC or managing underwriters, use its any state securities authority of any stop order suspending the effectiveness of a registration statement filed pursuant to Article 3 or 4 hereof or the initiation of any proceedings for that purpose and take every reasonable best efforts effort to list all obtain the withdrawal of any such Registrable stop order. The Company may require the Selling Holders to furnish the Company such information regarding the Selling Holders and the proposed method of distribution of their respective Eligible Securities covered as the Company may from time to time reasonably request in writing and as shall be required by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested law or by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled SEC in connection with any such registration, with all out-of-pocket costs and expense incurred each Selling Holder shall promptly notify the Company of the distribution of such securities. Each Holder agrees that it will respond in writing within ten (10) Business Days to any request by MSCI the Company to provide or such officers in connection with such attendance verify any information regarding that Holder or the Holder's Eligible Securities that is required to be paid by MSCI; and
(i) so long as included in a registration statement relating to the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Holder's Eligible Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership the rules and regulations of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersSEC.
Appears in 2 contracts
Samples: Registration Rights Agreement (CBL & Associates Properties Inc), Registration Rights Agreement (CBL & Associates Properties Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3 hereof, MSCI shall as promptly as practicablethe Company, shall:
(a) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 30 days (45 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its best efforts to cause the same to become effective as soon as practicable thereafter, but in no event later than 75 days after the date notice is given (90 days if the applicable registration form is other than Form S-3); provided that, a reasonable time before filing a registration statement or prospectus, or any amendments or supplements thereto (other than reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder), the Company will furnish to the Holders and their counsel and other representatives (including underwriters) for review and comment, copies of all documents proposed to be filed and provided further, that if Transocean so requests (i) it and its counsel and other representatives (including underwriters) may participate in the drafting and preparation of such registration statement and prospectus and (ii) such information as it believes may be beneficial to be included in the registration statement and prospectus for marketing purposes shall be included therein so long as disclosure of such information (A) is in compliance with applicable law and (B) does not competitively harm the Company;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective with respect to the disposition of all Registrable Securities included therein and to otherwise comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities included therein until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, that such 90nine-day month period shall be extended for such number of days that equals the number of days elapsing from (xA) the date the written notice contemplated by paragraph (f) below is given by MSCI the Company to (yB) the date on which MSCI the Company delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below; and provided further, that in the case of a registration to permit the exercise or exchange of Exchangeable Securities for, or the conversion of Exchangeable Securities into, Registrable Securities, the time limitation contained in clause (ii) above shall be disregarded to the extent that, in the written opinion of Transocean's counsel delivered to the Company, such Registrable Securities are required to be covered by an effective registration statement under the Securities Act at the time such Registrable Securities are issued upon exercise, exchange or conversion of Registrable Securities in order for such Registrable Securities to be freely tradeable by any person who is not an Affiliate of the Company or Transocean;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus)) and of each supplement thereto, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions (domestic or foreign) as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company addressed to each Selling Holder and the underwriters dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to the underwriters and each Holder of Registrable Securities included in such registration (each a "Selling Holder Holder"), if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any registration statement relating to such offering or the initiation of proceedings for that purpose and in either any such casecase (i), (ii) or (iii) at the request of the Selling Holders Holders, promptly prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading or to remove such stop order;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and inter-dealer quotation system on which the Class A Common Stock of MSCI is then listed;
(h) use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or inter-dealer quotation system (in each case, domestic or foreign) not described in paragraph (g) above as the Selling Holders or any underwriter of such Registrable Securities shall request, and use its best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and to do any and all other acts and things which may be necessary or advisable to effect such listing;
(i) to the extent reasonably requested by the lead or managing underwritersunderwriters in connection with any underwritten offering, send appropriate officers of MSCI the Company to attend any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and;
(ij) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters; and
(k) use its best efforts to make available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder. The Company may require each Selling Holder to furnish the Company with such information regarding such Selling Holder and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request.
Appears in 2 contracts
Samples: Registration Rights Agreement (Todco), Registration Rights Agreement (Todco)
Registration and Qualification. If and whenever MSCI WellPoint Delaware is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3 hereof, MSCI shall as promptly as practicableWellPoint Delaware, shall:
(a) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 30 days (60 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its best efforts to cause the same to become effective as promptly as practicable;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with for 70 days (or, in the provisions case of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, thatan underwritten offering, such 90-day shorter time period shall be extended for such number of days that equals as the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowunderwriters may require);
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that WellPoint Delaware shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish an opinion of counsel for WellPoint Delaware addressed to the underwriters and each Holder of Registrable Securities included in such registration (each, each a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the WellPoint Delaware's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders Holders, subject to Section 4 hereof, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and inter-dealer quotation system on which the Class A Common Stock a class of MSCI common equity securities of WellPoint Delaware is then listed;, with expenses in connection therewith to be paid in accordance with Section 4 hereof; and
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersunderwriters with expenses therewith to be paid in accordance with Section 4 hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Wellpoint Health Networks Inc /Ca/), Registration Rights Agreement (Wellpoint Health Networks Inc /Ca/)
Registration and Qualification. (a) If and whenever MSCI the Company is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a effect the registration statement of any Eligible Securities under the Securities Act relating as provided in Article 2 or Article 3 hereof, the Company will as promptly as is practicable register the Eligible Securities under the Securities Act and use reasonable commercial efforts to cause the Registrable Securities registration statement to be offeredbecome effective;
(b) The Company shall prepare and file with the SEC such amendments and supplements to such any registration statement registering Eligible Securities and the prospectus used in connection therewith as may be necessary to keep such registration statement effective effective, and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Eligible Securities, until the earlier of (i) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Stockholders as set forth in such the registration statement and or (iii) with respect to an Eligible Piggyback Registration, the expiration of the 90-day period thirty (30) days after such registration statement becomes has become effective (or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Eligible Securities by an underwriter or dealer), or (ii) with respect to the Resale Registration, the expiration of three years after the date such registration statement has become effective; provided, thathowever, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to event that the date of such financial statements;
(f) as promptly as practicable, Company shall notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act Stockholders of the happening of any event as a result of which would cause the prospectus included in as part of such registration statement, as then in effect, includes to include an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by such Selling Stockholders shall thereafter sell no shares under such registration statement until the SEC or any other regulatory body or other body having jurisdiction for any Company has filed an amendment of or supplement to the prospectus to cause the prospectus not to include an untrue statement of a material fact or omit to state any registration statement material facts required to be stated therein or other document relating necessary to such offeringmake the statements therein, and in either such case, at the request light of the Selling Holders prepare and furnish circumstances under which they were made, not misleading, and, subject to Section 3.5 hereof, the Selling Holders a reasonable number of copies of a Company shall be obligated to promptly amend or supplement to or an amendment of such the prospectus as may be necessary so that, as thereafter delivered to that the purchasers of such Registrable Securities, such prospectus shall does not include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading;
(gc) if reasonably requested by the lead or managing underwriters, The Company will use its reasonable best efforts to list register or qualify such Eligible Securities under the blue sky laws of such jurisdictions as any Selling Stockholder reasonably requests and to do any and all other acts which may be reasonably necessary to enable such Registrable Selling Stockholder to consummate the disposition in such jurisdictions of the Eligible Securities covered owned by such Selling Stockholder (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(d) The Company may require the Selling Stockholders to furnish to the Company such information regarding the Selling Stockholders and the distribution of the Eligible Securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the SEC in connection with any registration;
(e) The Company shall provide to each Selling Stockholder a reasonable opportunity to review the registration statement prior to the filing of the registration statement with the SEC;
(f) The Company shall provide to each Selling Stockholder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Stockholder may reasonably request in order to facilitate the disposition of the Eligible Securities registered pursuant to such registration statement; and
(g) The Company will provide a transfer agent and registrar for all Eligible Securities not later than the effective date of the registration statement, and use its reasonable best efforts to cause the Eligible Securities to be listed on each securities exchange or national market system on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Harrys Farmers Market Inc), Registration Rights Agreement (Progressive Food Concepts Inc)
Registration and Qualification. If The Company shall, (i) pursuant to Article 2 and (ii) whenever MSCI is required the Stockholders have requested that any Eligible Securities be registered pursuant to this Agreement, use its reasonable best efforts to effect a Demand Registration or a Piggyback Registrationthe registration and the sale of such Eligible Securities in accordance with the intended method of disposition thereof, MSCI and pursuant thereto the Company shall as promptly expeditiously as practicablepossible:
(a) prepare, prepare and file with the SEC a registration statement with respect to such Eligible Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the holders of a majority of the Eligible Securities covered by such registration statement copies of all such documents proposed to be filed, for review by such counsel for a period of at least three business days after its receipt thereof) and keep the registration statement continuously effective under the Securities Act relating to (i) in the Registrable case of the Resale Registration, until the earlier of (X) the fifth anniversary of the Closing Date and (Y) such date as of which all Eligible Securities shall cease to be offeredEligible Securities and (ii) in the case of the Demand Registration and any Piggyback Registration, for a period of not less than one year (or such shorter period as may be required until all of the Eligible Securities so registered have been sold);
(b) notify each Selling Stockholder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period described in subparagraph (a) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) securities covered by such time as all of registration statement during such Registrable Securities have been disposed of period in accordance with the intended methods of disposition by the Selling Stockholders set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowstatement;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), Selling Stockholder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, ) and such other documents, documents as the Holders of Registrable Securities or such underwriter seller may reasonably request, and a copy request in order to facilitate the disposition of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offeringEligible Securities owned by Selling Stockholders;
(d) use its reasonable best efforts to register or qualify all Registrable such Eligible Securities covered by under such registration statement under the other securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, Selling Stockholder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders of Registrable Securities or any such underwriter Selling Stockholder to consummate the disposition in such jurisdictions of its Registrable the Eligible Securities covered owned by such registration statementSelling Stockholder; provided, thathowever, MSCI that the Company shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction wherein it is not so qualified or to (iii) consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to notify each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwrittenStockholder, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration thereto is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such caseand, at the request of any such Selling Stockholder, the Selling Holders Company will prepare and furnish to the Selling Holders a reasonable number of copies of a supplement or amendment to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Eligible Securities, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a material any fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading;
(f) as soon as practicable after the Common Stock shall be eligible for listing on the Nasdaq National Market or, failing that, the Nasdaq SmallCap Market, use all reasonable efforts to cause all such Eligible Securities to be listed on the Nasdaq National Market or the Nasdaq SmallCap Market, as the case may be;
(g) if reasonably requested by provide a transfer agent and registrar for all such Eligible Securities not later than the lead effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other reasonable actions as the holders of a majority of the Eligible Securities being sold or managing the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Eligible Securities (including effecting a stock split or a combination of shares);
(i) otherwise use its reasonable best efforts to list comply with all applicable rules and regulations of the SEC;
(j) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such Registrable registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal of such order;
(k) use its reasonable best efforts to cause such Eligible Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance statement to be paid registered with or approved by MSCIsuch other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Eligible Securities; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Tripp Steven Francis), Registration Rights Agreement (Spatialight Inc)
Registration and Qualification. (a) If and whenever MSCI WPX is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its commercially reasonable best efforts to cause to become effective a effect the registration statement of any Shares under the Securities Act relating as provided in Articles 2 and 3, including an underwritten offering pursuant to a Shelf Registration, WPX will as promptly as is practicable (but in no event, in the Registrable Securities to be offered;case of the initial filing of the registration statement, later than 30 days after the date of a demand under Article 2 if the applicable registration form is Form S-3 or a successor form, and for any other form, 90 days from the date of such demand):
(bi) prepare and file with the SEC Commission a registration statement with respect to such Shares and use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable after the initial filing thereof; provided that before filing a registration statement or prospectus or any amendments or supplement thereto, WPX shall furnish to the counsel selected by the Holders of a majority of the Shares covered by such registration statement copies of all such documents proposed to be filed (which documents shall be subject to the review and comment of such counsel);
(ii) except in the case of a Shelf Registration, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Shares until the earlier of (i) such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and or (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such plus the number of days that equals any filing or effectiveness has been delayed under Section 2.1(ii);
(iii) in the case of a Shelf Registration, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement plus the number of days elapsing from (xthat any filing or effectiveness has been delayed under Section 2.1(ii) the date the written notice contemplated by paragraph (for suspended under Section 4.3(a) below is given by MSCI to and (y) the date on which MSCI delivers all the Shares subject thereto have been sold pursuant to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowsuch registration statement;
(civ) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documentsdocuments (including any “free writing prospectus,” as defined in Rule 405 under the Securities Act, (a “Free Writing Prospectus”)) as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(dv) use its commercially reasonable best efforts to register or qualify all Registrable Securities of the Shares covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities Shares shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which that may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities the Shares covered by such registration statement; provided, that, MSCI except that WPX shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(evi) (ix) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachthe Selling Holders, a “Selling Holder”) and addressed to any underwriter of such Registrable Securities them, an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), WPX and (iiy) use its commercially reasonable best efforts to furnish to each the Selling Holder Holders, addressed to them, a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the certified WPX’s financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request andrequest, in each case, in form and substance and as of the case of such accountants’ letter, with respect to events subsequent dates reasonably satisfactory to the date of such financial statementsSelling Holders;
(fvii) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, that such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gviii) if reasonably requested permit any Selling Holders comprising holders of a majority of the Shares to be included in such registration statement, in their sole and exclusive judgment, to participate in the preparation of such registration or comparable statement (including but not limited to having prompt access to any Commission comment letters or other communications in connection with such registration and WPX’s responses thereto) and to require the insertion therein of material, furnished to WPX in writing, which in the reasonable judgment of such Selling Holders and their counsel should be included;
(ix) to make available members of management of WPX, as selected by the lead Holders of a majority of the Shares included in such registration statement, for assistance in the selling effort relating to the Shares covered by such registration, including, but not limited to, the participation of such members of WPX’s management in road show presentations;
(x) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or managing underwritersof any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, WPX shall use it commercially reasonable efforts promptly to obtain the withdrawal of such order; and
(xi) use its commercially reasonable best efforts to list all such Registrable Securities cause Shares covered by such registration on each statement to be registered with or approved by such other government agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Shares.
(b) WPX may require the Selling Holders to furnish WPX with such information regarding the Selling Holders and the distribution of the Shares as WPX may from time to time reasonably request in writing and as shall be required by law, the Commission or any securities exchange on which the Class A any shares of Common Stock of MSCI is are then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled listed for trading in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (WPX Energy, Inc.), Registration Rights Agreement (WPX Energy, Inc.)
Registration and Qualification. If and whenever MSCI (a) In the event that the Company is required to effect a Demand Registration the registration of any Registrable Securities or a Piggyback Registrationshares of Common Stock, MSCI shall as promptly as practicableapplicable, pursuant to this Article 3, the Company shall:
(ai) prepare, file and use its reasonable best efforts to to, as promptly as practicable, prepare, file and cause to become effective and remain effective a registration statement under the Securities Act Registration Statement relating to the such Registrable Securities to be offeredor shares of Common Stock, as applicable;
(bii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement for such registration statement Registrable Securities or shares of Common Stock, as applicable, and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities or shares of Common Stock, as applicable, until the earlier of (i) such time as all of such Registrable Securities or shares of Common Stock, as applicable, have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effectiveof; provided, thatthat the Company shall, as far in advance as practicable but at least five Business Days prior to filing a Registration Statement or prospectus (or any amendment or supplement thereto), furnish to each Selling Holder, for their review, copies of such 90-day period Registration Statement or prospectus (or amendment or supplement) as proposed to be filed (including, upon the request of such Selling Holder, documents to be incorporated by reference therein); provided, further, that each Selling Holder may request reasonable changes to such Registration Statement, prospectus, amendment or supplement (as the case may be) and the Company shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI required to (y) the date on which MSCI delivers comply therewith to the Holders extent necessary to lawfully complete such filing or maintain the effectiveness of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowsuch Registration Statement;
(ciii) furnish to the Holders of Registrable Securities each Selling Holder and to any each underwriter of such Registrable Securities or shares of Common Stock, as applicable, such number of conformed copies of such registration statement Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents as are incorporated by reference in such registration statement Registration Statement or prospectusprospectus (including any amendments or supplements thereto), and such other documents, documents as the Holders of Registrable Securities such Selling Holder or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(div) promptly notify each Selling Holder in writing of the effectiveness of the Registration Statement and of any stop order issued or threatened by the SEC with respect thereto, use its reasonable best efforts to prevent the entry of any such stop order that is threatened and promptly remove any such stop order that has been entered, and promptly notify each Selling Holder of such lifting or withdrawal of any such stop order;
(v) use its reasonable best efforts to (x) register or qualify all Registrable Securities or shares of Common Stock, as applicable, covered by such registration statement Registration Statement under the securities or blue sky laws of such jurisdictions as the Holders may be requested by any Selling Holder or underwriter of such Registrable Securities or shares of Common Stock, as applicable, and promptly notify the Selling Holders of the receipt of any underwriter notification with respect to such the suspension of the qualification of Registrable Securities shall requestor shares of Common Stock, as applicable, for sale or offer in any such jurisdiction and use its reasonable best efforts to (y) obtain all appropriate registrations, permits and consents in connection therewithwith such registrations and qualifications, and do any and all other acts and things which may be (including using reasonable best efforts to promptly remove any such suspension) necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter and underwriters to consummate the disposition of such Registrable Securities or shares of Common Stock, as applicable, in such jurisdictions of its Registrable Securities covered by such registration statementjurisdictions; provided, that, MSCI that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified or qualified, to consent to general service of process in any such jurisdictionjurisdiction or to amend its Organizational Documents;
(evi) (i) in an underwritten offering, use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities or shares of Common Stock, as applicable, (x) an opinion of counsel for MSCI to the Company addressed to each Selling Holder such underwriter and dated the date of the closing under the underwriting agreement Underwriting Agreement and (if anyy) (or if such offering is not underwritten, “cold comfort” letters dated the effective date of the registration statement), Registration Statement (and (iibrought down to the date of closing under the Underwriting Agreement) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder underwriter and signed by the independent public accountants who have audited certified the Company’s financial statements of MSCI included in such registration statementRegistration Statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in such opinions of issuer’s counsel and cold comfort letters in accountants’ letters delivered to underwriters in connection with underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementssecurities;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gvii) if reasonably requested by the lead or managing underwritersunderwriter, use its reasonable best efforts to list all such Registrable Securities or shares of Common Stock, as applicable, covered by such registration on each national securities exchange on which the Class A shares of Common Stock of MSCI is are then listed;
(hviii) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any the registered offering of such Registrable Securities pursuant to a Demand Registration or Piggyback Registration shares of Common Stock, as applicable, unlegended certificates representing ownership of the such Registrable Securities being sold or shares of Common Stock, as applicable, in such denominations as shall be requested by the Selling Holders or the underwritersunderwriters (if any) for such Registrable Securities or shares of Common Stock, as applicable;
(ix) not later than the effective date of the applicable Registration Statement, (x) retain a transfer agent and registrar (if the Company does not already have one), (y) obtain a CUSIP number for all Registrable Securities or shares of Common Stock, as applicable, included in such Registration Statement and (z) provide the applicable transfer agent with printed certificates for the Registrable Securities or shares of Common Stock, as applicable, which are in a form eligible for deposit with The Depository Trust Company or other applicable clearing agency;
(x) in the case of an underwritten offering of such Registrable Securities or shares of Common Stock, as applicable, cause its senior executive officers to participate in such customary “road show” presentations as may be reasonably requested by the managing underwriter, and to otherwise facilitate, cooperate with, and participate in each proposed offering of Registrable Securities or shares of Common Stock, as applicable, pursuant to this Article 3 and customary selling efforts related thereto; and
(xi) otherwise use its reasonable best efforts to comply with all applicable securities laws, including the Securities Act, the Exchange Act, and state securities and “blue sky” laws.
(b) In the event that the Company delivers a prospectus covering Registrable Securities or shares of Common Stock, as applicable, to the Selling Holders and such prospectus is subsequently amended to comply with the requirements of the Securities Act, the Company shall promptly notify each Selling Holder and may, in its discretion, request that the Selling Holders cease making offers of Registrable Securities or shares of Common Stock, as applicable, and return to the Company all prospectuses in their possession. In the event that the Company makes such a request each Selling Holder shall immediately cease making such offers and shall promptly return all such prospectuses. The Company shall promptly provide the Selling Holders with revised prospectuses and each Selling Holder shall be free, following its receipt of such revised prospectuses, to resume making offers of the Registrable Securities or shares of Common Stock, as applicable.
(c) In the event that the Company determines, in its sole discretion, that it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall direct the Selling Holders to discontinue sales of Registrable Securities or shares of Common Stock, as applicable, pursuant to such prospectus, and each Selling Holder shall immediately so discontinue, until such Selling Holder has received copies of a supplemented or amended prospectus or until such Selling Holder is advised in writing by the Company that the then-current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall promptly furnish to each Selling Holder copies of any such supplemented or amended prospectuses or additional or supplemental filings, as the case may be. Notwithstanding anything to the contrary in this Agreement, the Company shall not exercise its rights under this Section 3.6(c) to suspend sales of Registrable Securities or shares of Common Stock, as applicable, for a period in excess of 135 days during any period of 365 consecutive days.
Appears in 2 contracts
Samples: Warrant Agreement (Thryv Holdings, Inc.), Warrant Agreement (Thryv Holdings, Inc.)
Registration and Qualification. If and whenever MSCI Nabisco is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 3.01, 3.02 or a Piggyback Registration3.03, MSCI Nabisco shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, that such 90nine-day month period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI Nabisco to (y) the date on which MSCI Nabisco delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI that Nabisco shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI Nabisco addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI Nabisco included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Sections 3.01, 3.02 or Piggyback Registration 3.03 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;:
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A Common Stock a class of MSCI common equity securities of Nabisco is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, underwriters send appropriate officers of MSCI Nabisco to attend any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI Nabisco or such officers in connection with such attendance to be paid by MSCINabisco; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 3.01, 3.02 or Piggyback Registration 3.03 unlegended certificates representing ownership of the Registrable Securities in registered form being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Corporate Agreement (Nabisco Group Holdings Corp), Corporate Agreement (Nabisco Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 2 or a Piggyback Registration4 hereof, MSCI shall the Company will as promptly as is practicable:
(a) prepareprepare and file with the SEC, file as soon as possible, and use its reasonable best efforts to cause to become effective effective, a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered on such form as MSLEF II or SIBV, as the case may be, or if not filed pursuant to a Demand, the Company, determines and for which the Company then qualifies;
(b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) or the expiration of nine months (or six months in the 90event of a registration statement on Form S-1 (or any successor "long-day period form" registration statement)) after such registration statement becomes effective; provided, that, provided that such 90-day six or nine month period shall be extended in the case of a Demand for such number of days that equals the number of days elapsing from (xi) the date the written notice contemplated by paragraph (fSection 6(g) below hereof is given by MSCI the Company to (yii) the date on which MSCI the Company delivers to the Selling Holders of Registrable Securities the supplement or amendment contemplated by paragraph (fSection 6(g) belowhereof;
(c) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and and, if requested, a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement at the earliest possible moment;
(e) subject to Section 14, use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions (domestic or foreign), and to list or qualify for such securities exchanges and other trading markets, as MSLEF II or SIBV, as the Holders of such Registrable Securities case may be, or any underwriter to such of Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate necessary registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable are reasonably requested to enable the Holders of Registrable Securities Selling Holder or any such underwriter to consummate the disposition in such jurisdictions of its the Registrable Securities covered by such registration statement; provided, that, MSCI except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to consent to general service of process in any such jurisdiction;
(ef) if requested by MSLEF II or SIBV, as the case may be, (i) use its reasonable best efforts to furnish to each Selling Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(fg) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 4 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gh) if reasonably requested by the lead or managing underwriterssubject to Section 14, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and inter-dealer quotation system on which a class of common equity securities of the Class A Common Stock of MSCI Company is then listed;
listed (h) to the extent reasonably and on each exchange and inter-dealer quotation system requested by the lead or managing underwritersMSLEF II), send appropriate officers of MSCI and to attend any “road shows” scheduled pay all fees and expenses in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCItherewith; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations and registered to such persons or nominees as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Merger Agreement (Jefferson Smurfit Corp /De/), Registration Rights Agreement (Jefferson Smurfit Corp /De/)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3 hereof, MSCI shall as promptly as practicablethe Company, subject to Section 4 hereof, shall:
(a) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 30 days (45 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its best efforts to cause the same to become effective within 60 days after the date notice is given (90 days if the applicable registration form is other than Form S-3);
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, that such 90nine-day month period shall be extended for such number of days that equals the number of days elapsing from (xA) the date the written notice contemplated by paragraph (f) below is given by MSCI the Company to (yB) the date on which MSCI the Company delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below; and provided further, that in the case of a registration to permit the exercise or exchange of Exchangeable Securities for, or the conversion of Exchangeable Securities into, Registrable Securities, the time limitation contained in clause (ii) above shall be disregarded to the extent that, in the written opinion of REI's counsel delivered to the Company, such Registrable Securities are required to be covered by an effective registration statement under the Securities Act at the time such Registrable Securities are issued upon exercise, exchange or conversion of Registrable Securities in order for such Registrable Securities to be freely tradeable by any person who is not an Affiliate of the Company or REI;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions (domestic or foreign) as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish an opinion of counsel for the Company addressed to the underwriters and each Holder of Registrable Securities included in such registration (each, each a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of if any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders Holders, subject to Section 4 hereof, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are arc made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and inter-dealer quotation system on which the Class A Common Stock of MSCI is then listed, with expenses in connection therewith (not including any future periodic assessments or fees for such additional listing, which shall be paid by the Company) to be paid in accordance with Section 4 hereof;
(h) use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or inter-dealer quotation system (in each case, domestic or foreign) not described in paragraph (g) above as the Selling Holders or any underwriter of such Registrable Securities shall request, and use its best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and to do any and all other acts and things which may be necessary or advisable to effect such listing; provided, however, that, (i) notwithstanding Section 4, the Holders of the Registrable Securities to be so listed shall pay all costs and expenses incurred by the Company in connection with such listing and (ii) the Company shall have no obligation to use its best efforts to so list Registrable Securities if in the good faith opinion of counsel for the Company such listing shall impose on the Company an ongoing material compliance obligation;
(i) to the extent reasonably requested by the lead or managing underwritersunderwriters in connection with any underwritten offering, send appropriate officers of MSCI the Company to attend any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(ij) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 2 contracts
Samples: Registration Rights Agreement (Reliant Energy Resources Corp), Registration Rights Agreement (Reliant Resources Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use its commercially reasonable efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in Section 2, MSCI shall the Company will, as promptly as is practicable, as applicable:
(a) prepare, file and use its commercially reasonable best efforts to cause to become effective a registration statement Registration Statement under the Securities Act relating to regarding the Registrable Securities to be offered;
(b) prepare and file with the SEC Commission such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investor set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowRegistration Statement;
(c) furnish to the Holders of Registrable Securities applicable Investor and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement Registration Statement and of each such amendment and supplement thereto (in each case including including, without limitation, all exhibits), such number of copies of the prospectus Prospectus included in such registration statement Registration Statement (including including, without limitation, each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement Registration Statement or prospectusProspectus, and such other documents, documents as the Holders of Registrable Securities such Investor or such underwriter may reasonably request, and a copy request in order to facilitate its disposition of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offeringRegistrable Securities;
(d) use its commercially reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement Registration Statement under the such other securities or “blue sky sky” laws of such jurisdictions as the Holders applicable Investor or any underwriter of such Registrable Securities or any underwriter to such Registrable Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities reasonably requested by such Investor or any such underwriter to consummate the disposition in such jurisdictions of its the Registrable Securities covered by such registration statement; providedRegistration Statement, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any such jurisdictionjurisdiction where it is not then subject to service of process;
(e) use its commercially reasonable efforts to cause the Registrable Securities covered by such Registration Statement to be listed on each national securities exchange on which the Common Stock is then listed, if the listing of such securities is then permitted under the rules of such exchange, or, in the case of an Initial Public Offering, the New York Stock Exchange, the Nasdaq Stock Market or an equivalent exchange, and, without limiting the generality of the foregoing, use its commercially reasonable efforts to engage necessary specialists or market makers, as applicable;
(f) in connection with any underwritten offering, use its commercially reasonable efforts to (i) use its reasonable best efforts cause to furnish be furnished to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities the underwriters an opinion of counsel for MSCI addressed to each Selling Holder and the Company dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwrittenagreement, dated the effective date of the registration statement), and (ii) use its reasonable best efforts cause to furnish be furnished to each Selling Holder the underwriters a “cold comfortcomfort letter” letter addressed to each Selling Holder and signed by the independent public accountants who have audited certified the Company’s financial statements of MSCI included in such registration statement, Registration Statement; and (iii) indemnify the Investor and their Affiliates in each such case covering relation to substantially the same matters with respect to such registration statement (and on substantially the prospectus included therein) same terms and conditions as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to is customary for underwriters in underwritten public offerings of securities to be indemnified for and such other matters as the Selling Holders applicable Investor may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementsrequest;
(fg) as promptly as practicable, notify the Selling Holders in writing (i) applicable Investor, at any time when a prospectus Prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration Section 2 hereof is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus Prospectus included in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders such Investor prepare and furnish to the Selling Holders a reasonable number of them as many copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary they reasonably request so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;; and
(h) promptly notify the applicable Investor of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of a Registration Statement filed pursuant to Section 2 hereof or the initiation of any proceedings for that purpose and take every commercially reasonable effort to obtain the withdrawal of any such stop order.
(i) It shall be a condition precedent to the extent obligations of the Company to take any action pursuant to Sections 2 and 3 of this Agreement that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities and the proposed method of distribution of the Registrable Securities as the Company may from time to time reasonably requested request in writing or as shall be required by law or by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled Commission in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI Investor shall not have provided by resolution or resolutions that all or some of all classes or series promptly notify the Company of the stock distribution of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriterssecurities.
Appears in 2 contracts
Samples: Investor Rights Agreement (Silvergate Capital Corp), Investor Rights Agreement (Silvergate Capital Corp)
Registration and Qualification. If and whenever MSCI Newco is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities, MSCI Newco shall as promptly as practicablepossible:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered and effect the sale of such Registrable Securities, in each case in accordance with the intended method of disposition thereof (Newco shall cause such registration statement to be effective as promptly as possible but in any event within 120 days of the request);
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities included therein until the earlier of of: (i) such time as all of such Registrable Securities included therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement disposition; and (ii) the expiration of the 90-day period 180 days after such registration statement becomes effective; provided, that, that such 90180-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f5(g) below is given by MSCI Newco to (y) the date on which MSCI Newco delivers to the Holders holders of the Registrable Securities included in such registration statement the supplement or amendment contemplated by paragraph (f5(g) below;
(c) provide copies of all registration statements, prospectus and amendments and supplements to each firm selected by the holders of the Registrable Securities in accordance with this Agreement at least ten days prior to the filing thereof (if practicable, at least one day in the case of an amendment or supplement prepared pursuant to Section 5(g) below), with such counsel being provided with the opportunity (but not the obligation) to review and comment on such documents;
(d) furnish to the Holders holders of the Registrable Securities included in such registration statement and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), ) in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such number of other offering documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy copies of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering, and such other documents, as the holders of such Registrable Securities or such underwriter may reasonably request;
(de) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders holders of such the Registrable Securities included in such registration statement or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders such holders of such Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(ef) (i) use its reasonable best efforts to furnish to each Holder the holders of the Registrable Securities included in such registration (each, a “Selling Holder”) statement and to any underwriter of such Registrable Securities Securities: (i) an opinion of counsel for MSCI Newco addressed to each Selling Holder the holders of such Registrable Securities and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ; and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder the holders of such Registrable Securities and signed by the independent public accountants who have audited the financial statements of MSCI Newco included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders holders of such Securities may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(fg) as promptly as practicable, notify the Selling Holders holders of the Registrable Securities included in writing such registration statement in writing: (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration statement hereunder is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, ; and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders holders of such Registrable Securities a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gh) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list cause all such Registrable Securities covered by included in such registration statement to be listed on each securities exchange on which the Class A Common Stock of MSCI is similar securities issued by Newco are then listed and, if not so listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; andlisted on the New York Stock Exchange;
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration registration hereunder unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders holders of the Registrable Securities or the underwriters;
(j) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(k) enter into such customary agreements and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);
(l) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of Newco's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11
(a) of the Securities Act and Rule 158 thereunder;
(m) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of Newco, to participate in the preparation of such registration statement and to require the insertion therein of material, furnished to Newco in writing, which in the reasonable judgment of such holder and its counsel should be included; and
(n) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, Newco will use its reasonable best efforts promptly to obtain the withdrawal of such order. If any such registration or comparable statement refers to any holder of Registrable Securities by name or otherwise as the holder of any securities of Newco and if in its sole and exclusive judgment, such holder is or might be deemed to be a controlling person of Newco, such holder will have the right to require: (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to Newco in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of Newco's securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of Newco; or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder; provided that with respect to this clause (ii) such holder will furnish to Newco an opinion of counsel to such effect.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pca Valdosta Corp), Contribution Agreement (Tenneco Inc /De)
Registration and Qualification. If and whenever MSCI the Company is required to use its commercially reasonable efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3, MSCI shall the Company will, as promptly as is practicable, as applicable:
(a) prepare, file and use its commercially reasonable best efforts to cause to become effective a registration statement Registration Statement under the Securities Act relating to regarding the Registrable Securities to be offered;
(b) prepare and file with the SEC Commission such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investor set forth in such registration statement and (ii) Registration Statement or the expiration of the 90-day period 120 days after such registration statement Registration Statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities Investor and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement Registration Statement and of each such amendment and supplement thereto (in each case including including, without limitation, all exhibits), such number of copies of the prospectus Prospectus included in such registration statement Registration Statement (including including, without limitation, each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement Registration Statement or prospectusProspectus, and such other documents, documents as the Holders of Registrable Securities Investor or such underwriter may reasonably request, and a copy request in order to facilitate its disposition of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offeringRegistrable Securities;
(d) use its commercially reasonable best efforts to register or qualify all ail Registrable Securities covered by such registration statement Registration Statement under the such other securities or “blue sky sky” laws of such jurisdictions as the Holders Investor or any underwriter of such Registrable Securities or any underwriter to such Registrable Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable reasonably requested by the Holders of Registrable Securities Investor or any such underwriter to consummate the disposition in such jurisdictions of its the Registrable Securities covered by such registration statement; providedRegistration Statement, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any such jurisdictionjurisdiction where it is not then subject to service of process;
(e) use its commercially reasonable efforts to cause the Registrable Securities covered by such Registration Statement to be listed on each national securities exchange on which the Common Stock is then listed, if the listing of such securities is then permitted under the rules of such exchange;
(f) use its commercially reasonable efforts to (i) use its reasonable best efforts cause to furnish be furnished to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities the Investor an opinion of counsel for MSCI the Company, addressed to each Selling Holder and the Investor, dated the date of the closing under the underwriting agreement (if any) (or but only if such offering an opinion is not underwrittenalso being furnished to an underwriter in connection with such registration, dated the effective date of the registration statement), and (ii) use its reasonable best efforts cause to furnish be furnished to each Selling Holder the Investor, addressed to it, a “cold comfortcomfort letter” letter addressed to each Selling Holder and signed by the independent public accountants who have audited certified the Company’s financial statements of MSCI included in such registration statementRegistration Statement but only if such comfort letter is also being furnished to an underwriter in connection with such registration, in each such case covering document to be in substantially the same form as is given to an underwriter in connection with such registration, (iii) indemnify the Investor and its Affiliates in relation to substantially the same matters with respect to such registration statement (and on substantially the prospectus included therein) same terms and conditions as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to is customary for underwriters in underwritten public offerings of securities to be indemnified for and such other matters as the Selling Holders Investor may reasonably request and, request; and (iv) not include or incorporate by reference in the case of such accountants’ letter, with respect to events subsequent Registration Statement any disclosure or information concerning or relating to the date Investor or any of such financial statementsits Affiliates without the prior consent of the Investor;
(fg) as promptly as practicable, notify the Selling Holders in writing (i) Investor at any time when a prospectus Prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus Prospectus included in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders Investor prepare and furnish to the Selling Holders a reasonable number of Investor as many copies of a supplement to or an amendment of such prospectus Prospectus as may be necessary the Investor reasonably requests so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;; and
(h) promptly notify the Investor of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of a Registration Statement filed pursuant to Section 2 or 3 hereof or the initiation of any proceedings for that purpose and take every commercially reasonable effort to obtain the withdrawal of any such stop order. It shall be a condition precedent to the extent obligations of the Company to take any action pursuant to Sections 2, 3 and 4 of this Agreement that the Investor shall furnish to the Company such information regarding the Investor, the Registrable Securities and the proposed method of distribution of the Registrable Securities as the Company may from time to time reasonably requested request in writing or as shall be required by law or by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled Commission in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI Investor shall not have provided by resolution or resolutions that all or some of all classes or series promptly notify the Company of the stock distribution of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriterssecurities.
Appears in 1 contract
Samples: Investor Rights Agreement (Avenue Financial Holdings, Inc.)
Registration and Qualification. (a) If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in Sections 2 and 3, MSCI shall the Company will as promptly as is practicable:
(ai) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to regarding the Registrable Securities to be offered;
(bii) prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holder set forth in such registration statement and (ii) or the expiration of the 90-day period five months after such registration statement becomes effective; provided, that, such 90-day effective (except in the case of a shelf registration statement on Form S-3 the parties shall mutually agree upon an appropriate expiration period which in no event shall be extended for such number later than the end of days that equals the number term of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowthis Agreement);
(ciii) furnish to the Holders of Registrable Securities each Holder and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each the case of a Holder or managing underwriter, including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus)) or filed under the Securities Act, in conformity with the requirements of the Securities Act, such documents as may be incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities each Holder or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(div) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Holders a Holder or any underwriter of such Registrable Securities or any underwriter to such Registrable Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities each Holder or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(ev) (i) use its reasonable best efforts to furnish to each such Holder of Registrable Securities included in such registration and the underwriters, addressed to them, (each, a “Selling Holder”A) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and the Company, dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement)relating to any underwritten offering, and (iiB) use its reasonable best efforts to furnish to each Selling Holder a “cold "comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited certified the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ letters ' letters, respectively, delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders a Holder may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementsrequest;
(fvi) as promptly as practicable, immediately notify the Selling Holders in writing (i) each such Holder at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 is or was required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes or included an untrue statement of a material fact or omits or omitted to state any material fact required to be stated therein or necessary necessary, in the light of the circumstances then existing, to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders each such Holder prepare and furnish to the Selling Holders such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary necessary, in the light of the circumstances then existing, to make the statements therein, in light of the circumstances under which they are made, therein not misleading;; and
(gvii) if use reasonable efforts to do any and all other acts any Holder may reasonably requested request and which are customary for a registration of equity securities. The Company may require each Holder to furnish the Company such information regarding such Holder and the distribution of such securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled SEC in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and.
(ib) so long as Each Holder agrees that, upon receipt of any notice from the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series Company of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing happening of any offering event of the kind described in Section 4.1(a)(vi) thereof, such Holder shall use its best effort to discontinue forthwith disposition of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership the registration statement covering such Registrable Securities until such Holder's receipt of the Registrable Securities being sold in such denominations as shall be requested copies of the supplemented or amended prospectus contemplated by the Selling Holders or the underwritersSection 4.l(a)(vi) hereof.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3, MSCI shall as promptly as practicablethe Company shall:
(a) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Offered Registrable Securities as soon as practicable, but in no event later than 45 days (60 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its best efforts to be offeredcause the same to become effective within 90 days after the date notice is given (120 days if the applicable registration form is other than Form S-3);
(b) prepare and file with the SEC such amendments to the registration statement, such preliminary and final prospectuses and such amendments and supplements to such registration statement and the prospectus used in connection therewith thereto as may be necessary to keep such registration statement effective and to comply with for 60 days (or, in the provisions case of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, thatan underwritten offering, such 90-day shorter time period shall be extended for such number of days that equals as the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowunderwriters may require);
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Offered Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus) and any supplements thereto, and such other documents, documents as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Offered Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Offered Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to of such Offered Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its the Offered Registrable Securities covered by such registration statementSecurities; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, to subject itself to taxation in any jurisdiction where it is not so subject, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company addressed to each Selling Holder the underwriters and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold "comfort” " letter addressed to each Selling Holder the underwriters, and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementssecurities;
(f) as promptly as practicable, immediately notify the each Holder of Offered Registrable Securities (each a "Selling Holders Holder") in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 is required to be delivered under the Securities Act of the happening of any event event, as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders Holders, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such the Offered Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Offered Registrable Securities covered by such registration on each securities exchange and quotation system on which the Class A Common Stock of MSCI is then listed;; and
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Houston Wire & Cable CO)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in Section 2 hereof, MSCI shall as promptly as practicablethe Company shall:
(a1) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than sixty (60) days after the date of this Agreement, and use its best efforts to cause the same to become effective as promptly as practicable;
(b2) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with until Purchasers have completed the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth sales or distribution described in such registration statement and (ii) the expiration of the 90-day period after relating thereto or, if earlier, until such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowmay be sold under Rule 144;
(c3) furnish to the Holders of Registrable Securities Purchasers and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities Purchasers or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d4) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such United States jurisdictions as the Holders of such Registrable Securities Purchasers or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities Purchasers or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed the Company in customary form required to each Selling Holder and dated register the date of securities with the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement)Securities Exchange Commission, and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders Purchasers may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f6) as promptly as practicable, immediately notify the Selling Holders Purchasers in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration Section 2 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) above and at the request of the Selling Holders Purchasers (subject to Section 3 hereof) promptly prepare and furnish to the Selling Holders Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g7) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each national securities exchange and United States inter-dealer quotation system on which a class of common equity securities of the Class A Common Stock of MSCI Company is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled with expenses in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance therewith to be paid by MSCIin accordance with Section 3 hereof; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, 8) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders Purchasers or the underwritersunderwriters with expenses therewith to be paid in accordance with Section 3 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Uniview Technologies Corp)
Registration and Qualification. If and whenever MSCI Company is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3 hereof, Company shall:
(a) prepare and file a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than forty-five (45) days (ninety (90) days if the applicable registration form is other than Form S-3) after the date notice is given, and use its reasonable best efforts to cause the same to become effective as promptly as practicable;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement continuously effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (ix) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in covered by such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to have been sold or (y) the date on which MSCI delivers to the Holders of when all Registrable Securities are eligible for resale pursuant to subsection (k) of Rule 144 of the supplement or amendment contemplated by paragraph (f) belowSecurities Act;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such United States jurisdictions as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) in connection with any underwritten offering, (i) use its reasonable best efforts to furnish an opinion of counsel for Company addressed to the underwriters and each Holder of Registrable Securities included in such registration (each, each a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders Holders, subject to Section 4 hereof, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each national securities exchange and United States inter-dealer quotation system on which the Class A Common Stock a class of MSCI common equity securities of Company is then listed;, with expenses in connection therewith to be paid in accordance with Section 4 hereof; and
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities (including, without limitation, upon conversion of the Notes) being sold in such denominations as shall be requested by the Selling Holders or the underwritersunderwriters with expenses therewith to be paid in accordance with Section 4 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Kronos Advanced Technologies Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use its reasonable best efforts to effect the registration of any of the Shares under the Securities Act as provided in Sections 2 and 3, including an underwritten offering pursuant to a Demand Registration or a Piggyback Shelf Registration, MSCI shall the Company will as promptly as is practicable:
(a) prepare, prepare and file with the SEC a registration statement with respect to such Shares and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement under or prospectus or any amendments or supplement thereto, the Securities Act relating Company shall furnish to the Registrable Securities counsel selected by the Holders of a majority of the Shares covered by such registration statement copies of all such documents proposed to be offeredfiled, which documents shall be subject to the review and comment of such counsel);
(b) except in the case of a Shelf Registration or Exchange Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Shares until the earlier of (i) such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and or (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided;
(c) in the case of a Shelf Registration, that, prepare and file with the SEC such 90-day amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period shall be extended for ending on the earlier of (i) 18 months after the effective date of such number of days that equals the number of days elapsing from registration statement and (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (yii) the date on which MSCI delivers all the Shares subject thereto have been sold pursuant to such registration statement (the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below“Shelf Effective Period”);
(cd) in the case of an Exchange Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares subject thereto;
(e) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(df) use its reasonable best efforts to register or qualify all Registrable Securities of the Shares covered by such registration statement under the such other securities or blue sky laws of such jurisdictions in the United States or Canada as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities Shares shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities the Shares covered by such registration statement; provided, that, MSCI except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachthe Selling Holders, a “Selling Holder”) and addressed to any underwriter of such Registrable Securities them, an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), Company and (ii) use its commercially reasonable best efforts to furnish to each the Selling Holder Holders, addressed to them, a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited certified the Company’s financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request andrequest, in each case, in form and substance and as of the case of such accountants’ letter, with respect to events subsequent dates reasonably satisfactory to the date of such financial statementsSelling Holders;
(fh) as promptly as practicable, immediately notify the Selling Holders in writing (i) Holders, at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to and, following such offering, and in either such caseevent, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gi) if permit any Selling Holder which Selling Holder, in its sole and exclusive judgment after consultation with counsel, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel and the Company and its counsel should be included;
(j) to make reasonably requested available members of management of the Company, as selected by the lead Holders of a majority of the Shares included in such registration, for assistance in the selling effort relating to the Shares covered by such registration, including, but not limited to, the participation of such members of the Company’s management in road show presentations;
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or managing underwritersof any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to list all obtain the withdrawal of such Registrable Securities order; and
(l) use its commercially reasonable efforts to cause Shares covered by such registration on each statement to be registered with or approved by such other government agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Shares in the United States and Canada. The Company may require the Selling Holders to promptly furnish the Company with such information regarding the Selling Holders and the distribution of such Shares as the Company may from time to time reasonably, as shall be required by law, the SEC or any securities exchange on which the Class A any shares of Common Stock of MSCI is are then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled listed for trading in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI registration or such officers as is otherwise necessary or appropriate in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series reasonable opinion of the stock of MSCI shall be represented Company and its counsel. In addition, upon request by uncertificated sharesthe Company, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersshall furnish a legal opinion in form and substance customarily given to underwriters in an underwritten public offering that includes shares being sold by Selling Holders.
Appears in 1 contract
Registration and Qualification. (a) If and whenever MSCI the Company is required to use its Best Efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3 hereof, MSCI shall as promptly as practicablethe Company shall:
(ai) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 30 days (60 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its Best Efforts to cause the same to become effective as promptly as practicable;
(bii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to (x) keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holder or Holders thereof set forth in such registration statement and (ii) or the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to effective and (y) comply with the date on which MSCI delivers to provisions of the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowAct;
(ciii) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(div) unless the exemption from state regulation of securities offerings under Section 18 of the Securities Act applies, use its reasonable best efforts Best Efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts Best Efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(ev) (i) use its reasonable best efforts to furnish to each Holder of selling Registrable Securities included in by means of such registration (eacheach a "Selling Holder"), at such Selling Holder's request, a “signed counterpart, addressed to such Selling Holder”, of (x) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and the Company, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated speaking both as of the effective date of the registration statement), statement and the date of the closing under the underwriting agreement) and (iiy) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and dated the effective date of such registration statement (and, if such registration statement includes an underwritten public offering, dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have audited certified the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities and, in the case of the accountants' letter, such other financial matters, as such Selling Holder may reasonably request;
(fvi) as promptly as practicable, immediately notify the Selling Holders in writing (ix) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iiy) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (x) or (y) at the request of the Selling Holders Holders, subject to Section 4 hereof, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gvii) if reasonably requested by the lead or managing underwriters, otherwise use its reasonable best efforts Best Efforts to comply with all applicable rules and regulations of the SEC, and make available to its securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;
(viii) use its Best Efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A shares of Common Stock of MSCI the Company are then listed (including NASDAQ), if such securities are not already so listed and if such listing is then listed;
(h) to permitted under the extent reasonably requested by rules of such exchange, and, if necessary, provide a transfer agent and registrar for such Registrable Securities not later than the lead or managing underwriters, send appropriate officers effective date of MSCI to attend any “road shows” scheduled in connection with any such registrationregistration statement, with all out-of-pocket costs and expense incurred by MSCI or such officers expenses in connection with such attendance therewith to be paid by MSCIin accordance with Section 4 hereof; and
(iix) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters with expenses therewith to be paid in accordance with Section 4 hereof.
(b) The Holder of Registrable Securities on whose behalf Registrable Securities are to be distributed by one or more underwriters shall be parties to any underwriting agreements relating to the distribution of such Registrable Securities and the representations and warranties by, and the other agreements on the part of, the Company to and from the benefit of such underwriters, shall also be made to and for the benefit of such Holders of Registrable Securities.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI the Company is required to use all commercially reasonable efforts to effect a Demand Registration the registration of any Eligible Securities under the Securities Act as provided in Articles II or a Piggyback RegistrationIII hereof, MSCI shall and subject to the limitations set forth in Section 2.1, 3.1 and 3.2, the Company will, as promptly as is practicable:
(a) a. prepare, file and use its all commercially reasonable best efforts to cause to become effective and to remain continuously effective a registration statement under the Securities Act relating to regarding the Registrable Eligible Securities to be offered;
(b) b. prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Eligible Securities until the earlier of (i) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Investors set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowstatement;
(c) c. furnish to the Holders of Registrable Securities Investor and any Selling Investors and to any underwriter of such Registrable Eligible Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Holders of Registrable Securities Selling Investors or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) d. use its all commercially reasonable best efforts to register or qualify all Registrable Eligible Securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities Investor or any Selling Investors or any underwriter to of such Registrable Eligible Securities shall reasonably request, and use its all commercially reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable reasonably requested by the Holders of Registrable Securities Investor or any such Selling Investors or any underwriter to consummate the disposition in such jurisdictions of its Registrable the Eligible Securities covered by such registration statement; provided, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation on its income in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any jurisdiction where it is not then subject to service of process;
e. use all commercially reasonable efforts to list the Eligible Securities on each national securities exchange or quotation system on which the Common Shares are then listed, if the listing of such jurisdictionsecurities is then permitted under the rules of such exchange;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “the Selling Holder”) and to any underwriter of such Registrable Securities an opinion Investors opinions of counsel for MSCI the Company, addressed to each Selling Holder and them, dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwrittenagreement, dated the effective date of the registration statement)in customary form, scope and substance, (ii) use its reasonable best efforts to in the case of an underwritten offering, upon such Selling Investor’s request, furnish to each the Selling Holder Investors a “cold comfortcomfort letter” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the Company’s financial statements of MSCI included in such registration statement, in each addressed to them and, subject to the Selling Investors providing to the independent public accountants such case covering information and representations as reasonably requested by such independent public accountants to render such “comfort letter”; provided that with respect to such opinion and “comfort letter,” the following shall apply: the opinion and “comfort letter” shall cover such matters as the Selling Investors may reasonably request, but only to the extent substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters letter delivered to underwriters in underwritten public offerings of securities securities, and (iii) furnish to the Selling Investors such other matters certificates and documents, dated the date of closing under the underwriting agreement, as are reasonably requested by the Selling Holders may Investors and customarily delivered at closing;
g. notify the Investor and any Selling Investors as soon as reasonably practicable and, if requested by any such person, confirm such notice in writing:
(i) (A) when a prospectus, any prospectus supplement or free writing prospectus or post-effective amendment is proposed to be filed in respect of a registration statement filed pursuant to this Agreement, and (B) with respect to such registration statement or any post-effective amendment thereto, when the same has become effective;
(ii) of any written comments from the SEC with respect to any filing and of any request andby the SEC or any other federal or state governmental authority for amendments or supplements to such registration statement or related prospectus or for additional information related thereto;
(iii) of the issuance by the SEC, any state securities commission, any other governmental agency or any court of any stop order, order or injunction suspending or enjoining the use or effectiveness of any registration statement filed pursuant to this Agreement or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the suspension of qualification or exemption from qualification of any of the Eligible Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;
(v) of the existence of any fact or the happening of any event that makes any statement of material fact made in any registration statement filed pursuant to this Agreement or related prospectus untrue in any material respect, or that requires the making of any changes in such registration statement or prospectus so that, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an it will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and that, in the case of the prospectus, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and ; and
(iivi) of any request the determination by the SEC or any other regulatory body or other body having jurisdiction for any Company that a post-effective amendment of or supplement to any a registration statement or other document relating filed pursuant to such offering, and in either such casethis Agreement will be filed with the SEC; and
h. upon the occurrence of any event contemplated by Section 4.1(g)(v) hereof, at the request of the Investor or a Selling Holders Investor, prepare and furnish to the Investor and any Selling Holders a reasonable number of Investors as many copies as requested of a supplement or amendment, including, if appropriate, a post-effective amendment to the registration statement or an amendment of such a supplement to the related prospectus as may or any document incorporated or deemed to be necessary incorporated therein by reference, and file any other required document so that, as thereafter delivered to the purchasers of such Registrable Securitiesdelivered, such prospectus shall will not include 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, in light of the circumstances under which they are were made, not misleading;
(g. The Company may require the Investor(s) if and any Selling Investors to furnish the Company such information regarding the Investor(s) and any Selling Investors and the distribution of such securities as the Company may from time to time reasonably requested request in writing and as shall be required by law or by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled SEC in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Pennsylvania Real Estate Investment Trust)
Registration and Qualification. If and whenever MSCI the Company is required to use all commercially reasonable efforts to effect a Demand Registration the registration of any Eligible Securities under the Securities Act as provided in Articles 3 or a Piggyback Registration4, MSCI shall the Company will as promptly as is practicable:
(a) prepare, file and use its all commercially reasonable best efforts to cause to become effective within 90 days of receipt by the Company of a written notice pursuant to the provisions of Section 3.1 of this Agreement a registration statement under the Securities Act relating to regarding the Registrable Eligible Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and take such other actions as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Eligible Securities until the earlier of (iA) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement and or (iiB)(i) the expiration of the 90-day period twelve months after such Registration Statement becomes effective or (ii), with respect to a Shelf Registration Statement, such longer time as all of such Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement becomes effectivestatement; provided, that, such 90longer period will only be available (A) to the extent that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis and (B) if applicable rules under the Securities Act governing the obligation to file a post-day period shall be extended for such number effective amendment permit, in lieu of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to filing a post-effective amendment which (y) includes any prospectus required by Section 10(a) of the date on which MSCI delivers Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Holders Securities Exchange Act of Registrable Securities 1934, as amended, in the supplement or amendment contemplated by paragraph (f) belowregistration statement;
(c) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary supplemental prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its commercially reasonable best efforts to register or qualify all Registrable Eligible Securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Eligible Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable reasonably requested by the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable the Eligible Securities covered by such registration statement; provided, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any such jurisdictionjurisdiction where it is not then subject to service of process;
(e) (i) use its all commercially reasonable best efforts to furnish to list the Eligible Securities on each Holder of Registrable Securities included in such registration (eachnational securities exchange on which the Common Stock is then listed, a “Selling Holder”) and to any underwriter if the listing of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing securities is then permitted under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case rules of such accountants’ letter, with respect to events subsequent to the date of such financial statementsexchange;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Article 3 or Piggyback Registration 4 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of as many copies of a supplement to or an amendment of such prospectus as may be necessary the Selling Holders reasonably request so that, as thereafter delivered to the purchasers of such Registrable Eligible Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading;; and
(g) if reasonably requested immediately notify the Selling Holders of the issuance by the lead SEC or managing underwriters, use its any state securities authority of any stop order suspending the effectiveness of a registration statement filed pursuant to Article 3 or 4 hereof or the initiation of any proceedings for that purpose and take every reasonable best efforts effort to list all obtain the withdrawal of any such Registrable stop order. The Company may require the Selling Holders to furnish the Company such information regarding the Selling Holders and the proposed method of distribution of their respective Eligible Securities covered as the Company may from time to time reasonably request in writing and as shall be required by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested law or by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled SEC in connection with any such registration, with all out-of-pocket costs and expense incurred each Selling Holder shall promptly notify the Company of the distribution of such securities. Each Holder agrees that, as a condition to its participation in any registration under Articles 3 or 4, it will respond in writing within ten (10) Business Days to any request by MSCI the Company to provide or such officers in connection with such attendance verify any information regarding that Holder or the Holder's Eligible Securities that is required to be paid by MSCI; and
(i) so long as included in a registration statement relating to the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Holder's Eligible Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership the rules and regulations of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersSEC.
Appears in 1 contract
Samples: Registration Rights Agreement (CBL & Associates Properties Inc)
Registration and Qualification. If and whenever MSCI the Company is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause effect the registration of any Trust Shares under the Securities Act as provided in this Agreement, the Company shall (with the reasonable cooperation of the Trustee and Entergy):
(a) use its reasonable best efforts to become effective prepare and file a registration statement under the Securities Act relating to the Registrable Securities Trust Shares to be offeredoffered as soon as practicable, but in no event later than 30 days (60 days if the Company does not meet the requirements for use of Form S-3) after the date notice is given, and use its reasonable best efforts to cause the same to become effective as soon as practicable thereafter, but in no event later than 60 days (90 days if Company does not meet the requirements for use of Form S-3) after the date notice is given; provided that, a reasonable time before filing a registration statement or prospectus, or any amendments or supplements thereto (other than reports required to be filed by it under the Exchange Act), the Company will furnish to the Trustee and Entergy and each of their respective counsel and other representatives (including, without limitation, the Dealer Manager) for review and comment, copies of all documents proposed to be filed and refrain from filing any such registration statement, prospectus or amendments or supplements thereto to which the Trustee, Entergy or their respective counsel shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an amendment or supplement, based on the advice of counsel for the Company the filing of such amendment or supplement is reasonably necessary to protect the Company from any liabilities 2 NTD: Schedule to be provided prior to execution. under any applicable federal or state law and such filing will not violate applicable laws; and provided further, that if the Trustee or Entergy so requests, (i) it and its respective counsel and other representatives (including, without limitation, the Dealer Manager) may participate in the drafting and preparation of such registration statement and prospectus and any amendments or supplements thereto that relate to the Exchange Offer or Distribution, as applicable, and (ii) such other information as either of them believe may be beneficial to be included in the registration statement and prospectus and any amendments or supplements thereto for marketing purposes shall be included therein so long as disclosure of such information (A) is in compliance with applicable law and (B) does not competitively harm the Company;
(b) use its reasonable best efforts to prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be reasonably requested by the Trustee or Entergy relating to the plan of distribution or as necessary to keep such registration statement effective with respect to the disposition of all Trust Shares included therein and to otherwise comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Trust Shares included therein until the earlier of (i) such time as all of such Registrable Securities Trust Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and statement, (ii) if such registration statement relates to an Exchange Offer, the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from Exchange Offer and (xiii) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowTrust Expiration Date;
(c) furnish to the Holders of Registrable Securities Trustee and to any underwriter of such Registrable Securities the Dealer Manager such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including excluding all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus prospectus) and any summary prospectus)of each supplement thereto, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities Trustee or such underwriter the Dealer Manager may reasonably requestrequest in writing in order to facilitate an Exchange Offer or a Registered Distribution, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including including, without limitation, any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities Trust Shares covered by such registration statement under the securities or “blue sky sky” laws of such jurisdictions (domestic or foreign) as the Holders of such Registrable Securities Trustee or any underwriter to such Registrable Securities shall requestthe Dealer Manager may reasonably request in writing, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter Trustee to consummate the disposition in such jurisdictions of its Registrable Securities the Trust Shares covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(ei) in the event of an Exchange Offer, use its reasonable best efforts to furnish a customary opinion of counsel for the Company addressed to the Trustee, Entergy and the Dealer Manager, dated, respectively, the date of commencement of such Exchange Offer and the date of expiration of such Exchange Offer, (iii) in the event of a Registered Distribution, use its reasonable best efforts to furnish a customary opinion of counsel for the Company addressed to Entergy and the Trustee, dated the closing date of such Registered Distribution, and (iii) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder Entergy and the Trustee (and the Dealer Manager in the event of an Exchange Offer), if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company’s financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel (including a “10b-5” opinion) and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as Entergy or the Selling Holders Trustee may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders Trustee and Entergy in writing immediately:
(i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening occurrence of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement a misstatement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and ,
(ii) of any written comments from the SEC in respect of such registration statement (and provide copies thereof to the Trustee, Entergy and the Dealer Manager) and of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any such registration statement or other document relating to such offering, and in either such each case, at pursuant to such confidentiality agreements as the request Company may reasonably request, and
(iii) of the Selling Holders issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation of proceedings for that purpose, and, in the case of clauses (i) (ii) and (iii), promptly use its reasonable best efforts, respectively, to (A) prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiesor supplement, such that the prospectus included in such registration statement shall not include an untrue statement a misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided that the Company shall have no such obligation during any Demand Suspension period, (B) respond reasonably to any such comments and to file promptly any necessary amendments or supplements, and (C) prevent the issuance of any stop order or to obtain the withdrawal if such stop order should be issued;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities Trust Shares covered by such registration statement on each securities exchange and inter-dealer quotation system on which the Class A Common Stock of MSCI is then listed, if and when the listing of such shares is then permitted under the rules of such exchange or inter-dealer quotation system;
(h) to the extent reasonably requested by the lead Trustee, Entergy or managing underwritersthe Dealer Manager in connection with an Exchange Offer, send appropriate officers of MSCI the Company (as the Company may reasonably select) to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; andExchange Offer;
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering Exchange Offer or Distribution, and in collaboration with the Trustee, furnish or cause to be furnished for delivery the Trust Shares in uncertificated book-entry form (not bearing any restrictive notations) and enable or cause to be enabled such book-entries to be in such denominations or amounts as the Trustee or the Dealer Manager may reasonably request, registered in such names as the Trustee or the Dealer Manager may request;
(j) make available for inspection, during normal business hours at the offices of Registrable the Company and upon reasonable advance notice, by the Trustee, Entergy, and any legal counsel, accountant or other agent retained by the Trustee, Entergy and the Dealer Manager and its counsel, financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers and employees and use its reasonable best efforts to cause the Company’s independent registered public accountants (subject to any requesting party executing any document reasonably requested by such accountants to furnish such information) to supply all information reasonably requested by the Trustee or Entergy, such counsels, accountants or agents in connection with such registration statement (including, without limitation, the opportunity to discuss the business of the Company with its officers and the independent registered public accountants who have certified its financial statements) (subject to the execution by the prospective recipient thereof of a customary confidentiality agreement in form and substance reasonably satisfactory to the Company) as shall be necessary, in the opinion of their respective counsel, to conduct a reasonable due diligence investigation within the meaning of the Securities Act; provided, however, that records and documents which the Company determines, in good faith, to be confidential and which it notifies such counsel, accountant or agent are confidential shall not be disclosed by the Company unless (i) the disclosure of such records or documents is necessary to avoid or correct a material misstatement or omission in such registration statement or (ii) the release of such records or documents is ordered pursuant to a Demand Registration subpoena or Piggyback Registration unlegended certificates representing ownership other order from a court of the Registrable Securities being sold in competent jurisdiction; provided, further, that each such denominations as counsel, accountant or agent shall be requested required to maintain in confidence and not disclose to any other person (other than to the Trustee or Entergy) any information or records reasonably designated by the Selling Holders Company as being confidential, except as required by law or to establish a due diligence defense; and
(k) in the underwritersevent of an Exchange Offer, negotiate in good faith and enter into an agreement with the Dealer Manager related to such Exchange Offer, in customary form and on customary terms for the particular transaction, and take the actions required thereunder (provided that any costs, expenses and liabilities under such agreement shall be paid by Entergy (but without limiting the obligations of ITC under of Section 8(a))).
Appears in 1 contract
Registration and Qualification. If and whenever MSCI Instinet is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1, 3.2 or a Piggyback Registration3.3, MSCI Instinet shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of six months (or two years in the 90-day period case of a registration pursuant to Section 3.3) after such registration statement becomes effective; provided, that, that such 90six-day month or two-year period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI Instinet to (y) the date on which MSCI Instinet delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its commercially reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such U.S. jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI that Instinet shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI Instinet addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " and "bring-down" letter addressed to each Selling Holder and any underwriter of such Registrable Securities and signed by the independent public accountants who have audited the financial statements of MSCI Instinet included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statementsstatements and (iii) cause such authorized officers of Instinet to execute customary certificates as may be requested by the Selling Holders or any underwriter of such Registrable Securities;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Sections 3.1, 3.2 or Piggyback Registration 3.3 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to 18 18 make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange and automated interdealer quotation system on which similar securities issued by Instinet are then listed;
(h) provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the lead or managing underwriters, effective date of such registration;
(i) otherwise use its reasonable best efforts to list comply with all such applicable rules and regulations of the SEC, and make available to each seller of Registrable Securities, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listedAct;
(hj) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI Instinet to attend any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI Instinet or such officers in connection with such attendance to be paid by MSCIInstinet; provided that in connection with offerings made pursuant to Sections 3.1 and 3.3, Instinet shall only be obligated to pay such road show expenses in connection with a total of four such offerings; and
(ik) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 3.1, 3.2 or Piggyback Registration 3.3 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersunderwriters (it being understood that any Reuters Entity and any Transferee would agree to use their commercially reasonable efforts to arrange for delivery to the Depository Trust Company).
Appears in 1 contract
Registration and Qualification. If and whenever MSCI ------------------------------ Blockbuster is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 2.01 or a Piggyback Registration2.02, MSCI Blockbuster shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of the 90-day period (i) six months after such registration statement becomes effective or (ii) twenty four months after a registration statement filed in a Rule 415 Offering becomes effective; provided, that, that such 90-day period respective periods shall be -------- extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI Blockbuster to (y) the date on which MSCI Blockbuster delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI that Blockbuster shall not for any such purpose be required -------- to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “"Selling Holder”") -------------- and to any underwriter of such Registrable Securities an opinion of counsel for MSCI Blockbuster addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ) and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold ---- comfort” " letter addressed to each Selling Holder and signed by the independent ------- public accountants who have audited the financial statements of MSCI Blockbuster included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Sections 2.01 or Piggyback Registration 2.02 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A Common Stock a class of MSCI common equity securities of Blockbuster is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI Blockbuster to attend any “"road ---- shows” " scheduled in connection with any such registration, with all out-of-of- pocket costs and expense incurred by MSCI Blockbuster or such officers in connection with such attendance to be paid by MSCIBlockbuster; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 2.01 or Piggyback Registration 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI Boise Holdings is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities, MSCI Boise Holdings shall as promptly as practicablepossible:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered and effect the sale of such Registrable Securities, in each case in accordance with the intended method of disposition thereof (Boise Holdings shall cause such registration statement to be effective as promptly as possible but in any event within 120 days of the request);
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities included therein until the earlier of of: (i) such time as all of such Registrable Securities included therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement disposition; and (ii) the expiration of the 90-day period 180 days after such registration statement becomes effective; provided, that, that such 90180-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f5(g) below is given by MSCI Boise Holdings to (y) the date on which MSCI Boise Holdings delivers to the Holders holders of the Registrable Securities included in such registration statement the supplement or amendment contemplated by paragraph (f5(g) below;
(c) provide copies of all registration statements, prospectus and amendments and supplements to each firm selected as their legal counsel by the holders of the Registrable Securities in accordance with this Agreement at least ten days prior to the filing thereof (if practicable, at least one day in the case of an amendment or supplement prepared pursuant to Section 5(g) below), with such counsel being provided with the opportunity (but not the obligation) to review and comment on such documents;
(d) furnish to the Holders holders of the Registrable Securities included in such registration statement and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), ) in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such number of other offering documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy copies of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering, and such other documents, as the holders of such Registrable Securities or such underwriter may reasonably request;
(de) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders holders of such the Registrable Securities included in such registration statement or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders such holders of such Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(ef) (i) use its reasonable best efforts to furnish to each Holder the holders of the Registrable Securities included in such registration (each, a “Selling Holder”) statement and to any underwriter of such Registrable Securities Securities: (i) an opinion of counsel for MSCI Boise Holdings addressed to each Selling Holder the holders of such Registrable Securities and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ; and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder the holders of such Registrable Securities and signed by the independent public accountants who have audited the financial statements of MSCI Boise Holdings included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders holders of such Securities may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(fg) as promptly as practicable, notify the Selling Holders holders of the Registrable Securities included in writing such registration statement in writing: (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration statement hereunder is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, ; and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders case prepare and furnish to the Selling Holders holders of such Registrable Securities a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gh) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list cause all such Registrable Securities covered by included in such registration statement to be listed on each securities exchange on which the Class A Common Stock of MSCI is similar securities issued by Boise Holdings are then listed and, if not so listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; andlisted on an exchange satisfactory to holders of a majority of Registrable Securities;
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration registration hereunder unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders holders of the Registrable Securities or the underwriters;
(j) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(k) enter into such customary agreements and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);
(l) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of Boise Holdings’ first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(m) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of Boise Holdings, to participate in the preparation of such registration statement and to require the insertion therein of material, furnished to Boise Holdings in writing, which in the reasonable judgment of such holder and its counsel should be included; and
(n) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, Boise Holdings will use its reasonable best efforts promptly to obtain the withdrawal of such order. If any such registration or comparable statement refers to any holder of Registrable Securities by name or otherwise as the holder of any securities of Boise Holdings and if in its sole and exclusive judgment, such holder is or might be deemed to be a controlling person of Boise Holdings, such holder will have the right to require: (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to Boise Holdings in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of Boise Holdings’ securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of Boise Holdings; or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder; provided that with respect to this clause (ii) such holder will furnish to Boise Holdings an opinion of counsel to such effect.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI the Issuer is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in Section 2.1, MSCI the Issuer shall as promptly as practicable:practicable (but subject to the provisions of Section 2.1):
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered in accordance with the intended method of disposition thereof;
(b) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period 180 days after such registration statement becomes effective; , provided, that, that such 90180-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (fSection 2.4(e) below is given by MSCI the Issuer to (y) the date on which MSCI the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (fSection 2.4(e) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), ) in conformity with the requirements of the Securities Act, Act and such documents incorporated by reference in such registration statement or prospectus, and such other documents, prospectus as the Holders of Registrable Securities or such underwriter may reasonably requestrequest (it being understood that, subject to Section 2.8 and a copy the requirements of any the Securities Act and all transmittal letters or other correspondence to or received fromapplicable state securities law, the SEC Issuer consents to the use of the prospectus and any amendment or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating supplement thereto by each Selling Holder and the underwriters in connection with the offering and sale of the Registrable Securities covered by the registration statement of which such prospectus, amendment to such offeringsupplement is a part);
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder the Issuer and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Issuer included in such or incorporated by reference into the applicable registration statement, in each such case covering substantially the same such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer’s 's counsel with respect thereto and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as such underwriters may reasonably request and furnish to each underwriter a copy of such opinion and such letter;
(e) promptly notify the Selling Holders may reasonably request and each underwriter in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed and, in the case of such accountants’ letter, with respect to events subsequent to a registration statement or any post-effective amendment, when the date same has become effective, (ii) of such financial statements;
the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or "blue sky" laws or the initiation of any proceedings for that purpose, (f) as promptly as practicable, notify the Selling Holders in writing (iiii) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration Section 2.1 is required to be delivered under the Securities Act Act, of the happening of any event that the Issuer becomes aware of, as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iiiv) of any request by the SEC Commission, or any other regulatory body or other body having jurisdiction jurisdiction, for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders Holders, promptly prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gf) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange or automated interdealer quotation system on which the Class A Common Stock of MSCI is then listed;
(hg) use its reasonable best efforts to assist the Holders in the marketing of Common Stock in connection with underwritten offerings hereunder (including, to the extent reasonably requested by the lead or managing underwritersconsistent with work commitments, send appropriate using reasonable efforts to have officers of MSCI to the Issuer attend any “"road shows” " and analyst or investor presentations scheduled in connection with any such registration), with all out-of-pocket costs and expense expenses incurred by MSCI the Issuer or such officers in connection with such attendance or assistance to be paid by MSCIthe Issuer as provided in Section 2.3;
(h) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the managing underwriter reasonably requests; anduse its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition of the Registrable Securities owned by such Selling Holder in such jurisdictions (provided, however, that the Issuer will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) consent to general service of process in any such jurisdiction);
(i) so long make generally available to the Holders an earning statement satisfying the provisions of Section 11(a) of the Securities Act no later than 30 days after the end of the 12-month period beginning with the first day of the Issuer's first fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Issuer timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act, and otherwise complies with Rule 158 under the Securities Act;
(j) if requested by the managing underwriter or any Selling Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as the board of directors of MSCI shall not have provided by resolution managing underwriter or resolutions that all or some of all classes or series of the stock of MSCI shall any Selling Holder reasonably requests to be represented by uncertificated sharesincluded therein, furnish for delivery in connection including, without limitation, with the closing of any offering of Registrable Securities pursuant respect to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold by such Selling Holder, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such denominations offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;
(k) as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each Selling Holder;
(l) provide a CUSIP number for the Registrable Securities included in any registration statement not later than the effective date of such registration statement;
(m) cooperate with each Selling Holder and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.;
(n) prepare and file with the Commission promptly any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Issuer or the managing underwriter, is required in connection with the distribution of the Registrable Securities; and
(o) advise each Selling Holder of such Registrable Securities, promptly after it shall be requested receive notice or obtain knowledge thereof, of the issuance of any stop order by the Selling Holders Commission suspending the effectiveness of such registration statement or the underwritersinitiation or threatening of any proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.
Appears in 1 contract
Samples: Registration Rights Agreement (Plains Resources Inc)
Registration and Qualification. If and whenever MSCI (a) In the event that the Company is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities as applicable, MSCI shall as promptly as practicablepursuant to this Article III, the Company shall:
(ai) prepare, file and use its reasonable best efforts to to, as promptly as practicable, prepare, file and cause to become effective and remain effective a registration statement under the Securities Act Registration Statement relating to the such Registrable Securities to be offeredSecurities;
(bii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement for such registration statement Registrable Securities and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effectiveof; provided, thatthat the Company shall, as far in advance as practicable but at least five (5) Business Days prior to filing a Registration Statement or prospectus (or any amendment or supplement thereto), furnish to each Selling Holder, for their review, copies of such 90-day period Registration Statement or prospectus (or amendment or supplement) as proposed to be filed (including, upon the request of such Selling Holder, documents to be incorporated by reference therein); provided, further, that each Selling Holder may request reasonable changes to such Registration Statement, prospectus, amendment or supplement (as the case may be) and the Company shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI required to (y) the date on which MSCI delivers comply therewith to the Holders extent necessary to lawfully complete such filing or maintain the effectiveness of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowsuch Registration Statement;
(ciii) furnish to the Holders of Registrable Securities each Selling Holder and to any each underwriter of such Registrable Securities such number of conformed copies of such registration statement Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents as are incorporated by reference in such registration statement Registration Statement or prospectusprospectus (including any amendments or supplements thereto), and such other documents, documents as the Holders of Registrable Securities such Selling Holder or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(div) promptly notify each Selling Holder in writing of the effectiveness of the Registration Statement and of any stop order issued or threatened by the SEC with respect thereto, use its reasonable best efforts to prevent the entry of any such stop order that is threatened and promptly remove any such stop order that has been entered, and promptly notify each Selling Holder of such lifting or withdrawal of any such stop order;
(v) use its reasonable best efforts to (x) register or qualify all Registrable Securities Securities, as applicable, covered by such registration statement Registration Statement under the securities or blue sky laws of such jurisdictions as the Holders may be reasonably requested by any Selling Holder or underwriter of such Registrable Securities or and promptly notify the Selling Holders of the receipt of any underwriter notification with respect to such the suspension of the qualification of Registrable Securities shall request, for sale or offer in any such jurisdiction and use its reasonable best efforts to (y) obtain all appropriate registrations, permits and consents in connection therewithwith such registrations and qualifications, and do any and all other acts and things which may be (including using reasonable best efforts to promptly remove any such suspension) necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter and underwriters to consummate the disposition of such Registrable Securities in such jurisdictions of its Registrable Securities covered by such registration statementjurisdictions; provided, that, MSCI that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified or qualified, to consent to general service of process in any such jurisdictionjurisdiction or to amend its Governing Documents;
(evi) (i) in an underwritten offering, use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities (x) an opinion letter and negative assurance letter of counsel for MSCI to the Company addressed to each Selling Holder such underwriter and dated the date of the closing under the underwriting agreement Underwriting Agreement and (if anyy) (or if such offering is not underwritten, “cold comfort” letters dated the effective date of the registration statement), Registration Statement (and (iibrought down to the date of closing under the Underwriting Agreement) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder underwriter and signed by the independent public accountants who have audited certified the Company’s financial statements of MSCI included in such registration statementRegistration Statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in such opinions of issuer’s counsel and cold comfort letters in accountants’ letters delivered to underwriters in connection with underwritten public offerings of securities securities;
(vii) not later than the effective date of the applicable Registration Statement, (x) retain a transfer agent and registrar (if the Company does not already have one), (y) obtain a CUSIP number for all Registrable Securities included in such Registration Statement and (z) provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company or other matters as the Selling Holders may reasonably request and, applicable clearing agency;
(viii) in the case of such accountants’ letter, with respect to events subsequent to the date an underwritten offering of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating Registrable Securities cause its senior executive officers to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included participate in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus customary “road show” presentations as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwritersunderwriter, and to otherwise facilitate, cooperate with, and participate in each proposed offering of Registrable Securities pursuant to this Article III and customary selling efforts related thereto; and
(ix) otherwise use its reasonable best efforts to list comply with all applicable securities laws, including the Securities Act, the Exchange Act, and state securities and “blue sky” laws.
(b) In the event that the Company delivers a prospectus covering Registrable Securities to the Selling Holders and such prospectus is subsequently amended to comply with the requirements of the Securities Act, the Company shall promptly notify each Selling Holder and may, in its discretion, request that the Selling Holders cease making offers of Registrable Securities and return to the Company all prospectuses in their possession. In the event that the Company makes such a request each Selling Holder shall immediately cease making such offers and shall promptly return all such prospectuses. The Company shall promptly provide the Selling Holders with revised prospectuses and each Selling Holder shall be free, following its receipt of such revised prospectuses, to resume making offers of the Registrable Securities covered by such registration on each securities exchange on or shares of Common Stock, as applicable.
(c) In the event that the Company determines, in its sole discretion, that it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Class A Common Stock of MSCI is then listed;
(h) Company believes public disclosure would be detrimental to the extent reasonably requested by Company, the lead or managing underwriters, send appropriate officers of MSCI Company shall direct the Selling Holders to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering discontinue sales of Registrable Securities pursuant to such prospectus, and each Selling Holder shall immediately so discontinue, until such Selling Holder has received copies of a Demand Registration supplemented or Piggyback Registration unlegended certificates representing ownership amended prospectus or until such Selling Holder is advised in writing by the Company that the then-current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall promptly furnish to each Selling Holder copies of any such supplemented or amended prospectuses or additional or supplemental filings, as the case may be. Notwithstanding anything to the contrary in this Agreement, the Company shall not exercise its rights under this Section 3.5(c) to suspend sales of Registrable Securities being sold for a period in such denominations as shall be requested by the Selling Holders or the underwritersexcess of one hundred and thirty five (135) days during any period of three hundred sixty five (365) consecutive days.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI ELI is required to effect a Demand Registration the registration of any Registrable Xxxurities under the Securities Act as provided in Section 2.1 or a Piggyback Registration2.2, MSCI and subject to Section 2.1(a) (i), as applicable, ELI shall as promptly as practicable:
(a) preparePrepaxx, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare Prepare and file with the SEC such amendments and supplements supple- ments to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of of: (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and statement; (iiB) the expiration of the 90six-day period months after such registration statement becomes effective; provided, that, that such 90six-day month period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI ELI to (y) the date on which MSCI ELI delivers to the Holders of Registrable Regxxxrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish Furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use Use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI that ELI shall not for any such purpose be required to qualify generally genexxxly to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) Use its best efforts to: (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI ELI addressed to each Selling Holder and dated the date of the closing cloxxxg under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ; and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI ELI included in such registration statement, ; in each such case covering xxxering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as As promptly as practicable, notify the Selling Holders in writing writing: (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration Section 2.1 and 2.2 is required to be delivered under the Securities Act of 10 the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, ; and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if If reasonably requested by the lead or managing underwritersunder- writers, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A Common Stock of MSCI ELI is then listed;
(h) to To the extent reasonably requested reasonablx xequested by the lead or managing underwriters, send appropriate officers of MSCI ELI to attend any “"road shows” " scheduled in connection with any such xxch registration, with all out-of-pocket costs and expense incurred by MSCI ELI or such officers in connection with such attendance to be paid by MSCI; andxx ELI;
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish Furnish for delivery in connection with the witx xhe closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Section 2.1 or Piggyback Registration 2.2 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters; and
(j) ELI may require each Selling Holder of Registrable Securitxxx as to which any registration is being effected to furnish ELI with such information regarding such seller and xxxxxxxxx to the disclosure requirements relating to the registration and the distribution of such securities as ELI may from time to time reasonably request in writing.
Appears in 1 contract
Samples: Registration Rights Agreement (Electric Lightwave Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities pursuant to Section 2, the Company will use its best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or a Piggyback Registrationmethods of disposition thereof, MSCI shall and pursuant thereto it will, as promptly as is practicable:
(a) preparebefore filing a registration statement or prospectus or any amendments or supplements thereto, furnish to the counsel of the Selling Holders copies of all documents proposed to be filed, which documents will be made available on a timely basis, for review by such counsel to the Holders;
(b) prepare and file with the Commission, as soon as practicable, and use its reasonable best efforts to cause to become effective effective, a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered on such form under the Securities Act as the Initiating Holder or, if not filed pursuant to Section 2 hereof, the Company, determines, and for which the Company then qualifies;
(bc) prepare and file with the SEC Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement for a period of one hundred eighty (180) days or until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; providedstatement, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowwhichever first occurs;
(cd) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus)) and any amendment or supplement thereto, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and and, if requested, a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(de) use its make reasonable best efforts to register or qualify all Registrable Securities covered by obtain the withdrawal of any order suspending the effectiveness of such registration statement under at the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdictionearliest possible moment;
(ef) if requested by a Selling Holder, (i) use its reasonable best efforts to furnish to each Selling Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company addressed to each Selling Holder and underwriter and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " or "special procedures" letter addressed to each Selling Holder and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, (iii) make such representations and warranties to the Selling Holders and, in connection with any underwritten offering, to the underwriters, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ accountants letters delivered to underwriters and in underwriting agreements in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(fg) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration hereunder is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the a Selling Holders Holder, prepare and furnish to the such Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gh) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list cause all such Registrable Securities covered by such registration statement to be listed on each securities exchange and inter-dealer quotation system on which a class of common equity securities of the Class A Common Stock of MSCI Company is then listed;
(h) , and to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled pay all fees and expenses in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; andtherewith;
(i) so long as upon the board transfer of directors of MSCI shall not have provided shares by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery a Selling Holder in connection with a registration hereunder (other than to an "affiliate" of the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration Company as such term is defined in Rule 144(a)), furnish unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters;
(j) subject to Section 2(a)(v), promptly notify the Selling Holders and the managing underwriter, if any, and if requested by any such Person, confirm such advice in writing,
(i) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose,
(ii) of the Company's becoming aware at any time that the representations and warranties of the Company contemplated by Section 6(f)(iii) above have ceased to be true and correct, and
(iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose;
(k) if reasonably requested by the managing underwriter, if any, or a majority in interest of the Registrable Securities being sold in connection with an underwritten offering, promptly include in a prospectus supplement or post-effective amendment to such registration statement such information as the managing underwriter or such majority in interest of the Registrable Securities being sold reasonably request to have included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the amount of Registrable Securities being sold to such underwriters and any other terms of the underwritten (or best-efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment to such registration statement as soon as practicable after the Company is notified of the matters to be incorporated in such prospectus supplement or post-effective amendment to such registration statement;
(l) prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or reasonably cooperate with the Selling Holders, the managing underwriter, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any Selling Holder or managing underwriter reasonably requests or as may be required by the Securities Act or applicable rule or regulations thereunder, and do any and all other facts or things necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by such registration statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to subject itself to taxation in any such jurisdiction, or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction;
(m) reasonably cooperate and assist in any filings required to be made with the NASD and any performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter" as required to be retained in accordance with the rules and regulations of the NASD); and
(n) otherwise use its reasonable best efforts to comply with the Securities Act, the Exchange Act, all applicable rules and regulations of the Commission and all applicable state blue sky and other securities laws, rules and regulations.
Appears in 1 contract
Samples: Registration Rights Agreement (Ramsay Youth Services Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3 hereof, MSCI shall as promptly as practicablethe Company, subject to Section 4 hereof, shall:
(a) prepare, file and use its reasonable best efforts to cause to become effective prepare and file a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 45 days (60 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its best efforts to cause the same to become effective within 90 days after the date notice is given (120 days if the applicable registration form is other than Form S-3);
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, that such 90nine-day month period shall be extended for such number of days that equals the number of days elapsing from (xA) the date the written notice contemplated by paragraph (f) below is given by MSCI the Company to (yB) the date on which MSCI the Company delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below; and provided further, that in the case of a registration to permit the exercise or exchange of Exchangeable Securities for, or the conversion of Exchangeable Securities into, Registrable Securities, the time limitation contained in clause (ii) above shall be disregarded to the extent that, in the written opinion of counsel to the Holder of such Registrable Securities, delivered to the Company, such Registrable Securities are required to be covered by an effective registration statement under the Securities Act at the time such Registrable Securities are issued upon exercise, exchange or conversion of Registrable Securities in order for such Registrable Securities to be freely tradeable by any person who is not an Affiliate of the Company or GLII;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions (domestic or foreign) as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish an opinion of counsel for the Company addressed to the underwriters and each Holder of Registrable Securities included in such registration (each, each a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders Holders, subject to Section 4 hereof, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities which consist of Class A Common Stock covered by such registration on each securities exchange and inter-dealer quotation system on which the Class A Common Stock of MSCI is then listed, with expenses in connection therewith (not including any future periodic assessments or fees for such additional listing, which shall be paid by the Company) to be paid in accordance with Section 4 hereof;
(h) to the extent reasonably requested by the lead or managing underwritersunderwriters in connection with any underwritten offering, send appropriate officers of MSCI the Company to attend any “"road shows” " or other customary marketing efforts scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Samples: Shareholder Agreement (Griffith Micro Science International Inc)
Registration and Qualification. If and whenever MSCI the Company is required to effect a Demand Registration the registration of any Registrable Securities under the 1933 Act as provided in Section 2.01 or a Piggyback Registration2.02, MSCI the Company shall as promptly as practicable, but subject to the other provisions of this Agreement:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities 1933 Act relating to the Registrable Securities to be offeredoffered in accordance with the intended method of disposition thereof;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all such Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement; provided that the Company will, at least 5 business days prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Selling Holder copies of such registration statement or prospectus (or amendment or supplement) as proposed to be filed (including, upon the request of such Holder, documents to be incorporated by reference therein) which documents will be subject to the reasonable review and comments of such Holder (iiand its attorneys) the expiration of the 90during such 5 business-day period after and the Company will not file any registration statement, any prospectus or any amendment or supplement thereto (or any such registration statement becomes effective; provided, that, documents incorporated by reference) containing any statements with respect to such 90-day period Holder to which such Holder shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowreasonably object in writing;
(c) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities 1933 Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and and, upon the request of the Selling Holders or such underwriter, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) after the filing of the registration statement, promptly notify each Selling Holder in writing of the effectiveness thereof and of any stop order issued or, to the knowledge of the Company, threatened by the SEC and use its reasonable best efforts to prevent the entry of such stop order or to promptly remove it if entered and promptly notify each Selling Holder of such lifting or withdrawal of such order;
(e) use its reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holders to consummate the disposition of such Registrable Securities;
(f) use its reasonable efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as may be necessary and as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its the Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction or become subject to taxation in any such jurisdiction;
(e) (ig) use its reasonable best efforts in the event of an underwritten offering to furnish to each Selling Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities (i) an opinion of counsel for MSCI the Company addressed to each Selling underwriter and each Seller Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each underwriter and each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Company included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in connection with the consummation of underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementssecurities;
(fh) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.Section 2.01 or
Appears in 1 contract
Registration and Qualification. If and whenever MSCI BPB is required to use its reasonable best efforts to effect a Demand Registration the registration of any Covered Shares under the Securities Act as provided in Section 2 or a Piggyback RegistrationSection 3, MSCI shall BPB will as promptly as is practicable:
(a) in the case of a request pursuant to Section 2, prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to regarding the Registrable Securities Covered Shares to be offeredoffered on such appropriate registration form of the SEC as shall be selected by BPB;
(b) in the case of a request pursuant to Section 2, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Covered Shares until the earlier later of (i) such time as all of such Registrable Securities Covered Shares have been disposed of in accordance with the intended methods of disposition by the Requesting Stockholders set forth in such registration statement and (but in no event beyond the date that a subsequent registration statement filed pursuant to a request under Section 2 becomes effective) or (ii) the expiration of the 90-day time when a prospectus relating to any sale made within the period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by phrase (i) of this paragraph (f) below is given by MSCI required to (y) be delivered under the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowAct;
(c) furnish to the Holders of Registrable Securities each Requesting Stockholder and to any underwriter of such Registrable Securities Covered Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus or prospectus supplement included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, prospectus as the Holders of Registrable Securities Requesting Stockholder or such underwriter may reasonably request, and a copy of any and all transmittal letters request in order to facilitate the public sale or other correspondence to or received from, disposition of the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offeringCovered Shares;
(d) use its reasonable best efforts to register or qualify all Registrable Securities Covered Shares covered by such registration statement under the such other securities or blue sky laws of such United States jurisdictions as the Holders of such Registrable Securities Requesting Stockholders or any underwriter to of such Registrable Securities Covered Shares shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI except that BPB shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;
(e) immediately notify each Requesting Stockholder (i) of the time any registration statement filed hereunder becomes effective or when any amendment or supplement or prospectus forming a part of such registration statement has been filed, (ii) of any request by the SEC for an amendment or supplement to such registration statement or prospectus or for additional information, (iii) after BPB shall have received notice or otherwise obtained knowledge thereof, of the issuance of any order by the SEC suspending the effectiveness of such registration statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose (and BPB will use its reasonable best efforts to furnish prevent the issuance of any such stop order or to each Holder of Registrable Securities included in obtain its withdrawal promptly if such registration (each, a “Selling Holder”stop order should be issued) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (iiv) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration Section 3 is required to be delivered under the Securities Act Act, of the happening of any an event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement and, subject to any registration statement or other document relating to such offering, and in either such caseSection 4.3, at the request of the Selling Holders any Requesting Stockholder prepare and furnish to the Selling Holders such Requesting Stockholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesCovered Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g; PROVIDED that the time period set forth in Section 4.1(b)(ii) if hereof shall be extended for a number of days equal to the number of days in the period from and including the date BPB gave the notice required by this Section 4.1(e) through the date when BPB delivers such supplement or amendment. BPB may require each Requesting Stockholder to furnish BPB with such information regarding such Requesting Stockholder and the distribution of such securities as BPB may from time to time reasonably requested request in writing or as shall be required by law or by the lead SEC or managing underwritersthe National Association of Securities Dealers, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
Inc. (h"NASD") to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled underwriter in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers . Each Stockholder hereby agrees to promptly notify BPB of any changes in connection with such attendance the information provided to be paid by MSCIBPB; and
(if) so long as BPB agrees in the board case of directors of MSCI shall not have provided by resolution an underwritten offering under Section 2 or resolutions that all or some of all classes or series Section 3 hereof to refrain, without the consent of the stock managing underwriter, for a period from 15 days before the effective date of MSCI shall be represented by uncertificated sharesthe registration statement until 90 days after such effective date, furnish from publicly selling, offering to sell, publicly selling any option for delivery in connection with the closing sale of any offering of Registrable Securities common equity or securities convertible into common equity other than pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersBPB employee equity plans.
Appears in 1 contract
Samples: Registration Rights Agreement (Boston Private Bancorp Inc)
Registration and Qualification. If and whenever MSCI the Issuer is required to effect a Demand Registration the registration of any Registrable Securities under the 1933 Act as provided in Sections 2.01 or a Piggyback Registration2.02, MSCI the Issuer shall as promptly as practicable:practicable (but subject to the provisions of Sections 2.01 and 2.02):
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities 1933 Act relating to the Registrable Securities to be offered;
offered in accordance with the intended method of disposition thereof; (b) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all Registrable Securities (i) in the case of the Required Shelf Registration, until the Shelf Termination Date and (ii) in the case of the Demand Registration, until the earlier of (i) such time as all of such Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period 30 days after such registration statement becomes effective; provided, that, that such 9030-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (fe) below is given by MSCI the Issuer to (y) the date on which MSCI the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (fe) below;
; (c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities 1933 Act, and such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
; (d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder the Issuer and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Issuer included in such the applicable registration statement, in each such case covering substantially the same such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer’s 's counsel with respect thereto and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders such underwriters may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
request; (fe) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2.01 or Piggyback Registration 2.02 is required to be delivered under the Securities 1933 Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
; (gf) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A Common Stock of MSCI is then listed;
; (hg) use reasonable efforts to assist the Holders in the marketing of Common Stock in connection with up to two underwritten offerings hereunder (including, to the extent reasonably requested by the lead or managing underwritersconsistent with work commitments, send appropriate using reasonable efforts to have officers of MSCI to the Issuer attend any “"road shows” " and analyst or investor presentations scheduled in connection with any such registration), with all out-of-pocket costs and expense expenses incurred by MSCI the Issuer or such officers in connection with such attendance or assistance to be paid by MSCIthe Holders as provided in Section 2.05; and
and (ih) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 2.01 or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.2.02 unlegended
Appears in 1 contract
Samples: Registration Rights Agreement (Zell Chilmark Fund L P)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in Section 2 hereof, MSCI shall as promptly as practicablethe Company shall:
(a1) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than forty-five (45) days after the date of this Agreement, and use its best efforts to cause the same to become effective as promptly as practicable;
(b2) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with until Purchasers have completed the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth sales or distribution described in such registration statement and (ii) the expiration of the 90-day period after relating thereto or, if earlier, until such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowmay be sold under Rule 144;
(c3) furnish to the Holders of Registrable Securities Purchasers and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities Purchasers or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d4) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such United States jurisdictions as the Holders of such Registrable Securities Purchasers or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities Purchasers or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed the Company in customary form required to each Selling Holder and dated register the date of securities with the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement)Securities Exchange Commission, and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders Purchasers may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f6) as promptly as practicable, immediately notify the Selling Holders Purchasers in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is Section 2 hereofis required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) above and at the request of the Selling Holders Purchasers (subject to Section 3 hereof) promptly prepare and furnish to the Selling Holders Purchasers a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g7) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each national securities exchange and United States inter-dealer quotation system on which a class of common equity securities of the Class A Common Stock of MSCI Company is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled with expenses in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance therewith to be paid by MSCIin accordance with Section 3 hereof; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, 8) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders Purchasers or the underwritersunderwriters with expenses therewith to be paid in accordance with Section 3 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Uniview Technologies Corp)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3 hereof, MSCI shall as promptly as practicablethe Company shall:
(a) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 30 days (45 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its best efforts to cause the same to become effective as soon as practicable thereafter, but in no event later than 75 days after the date notice is given (90 days if the applicable registration form is other than Form S-3); provided that, a reasonable time before filing a registration statement or prospectus, or any amendments or supplements thereto (other than reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder), the Company will furnish to the Holders and their counsel and other representatives (including underwriters) for review and comment, copies of all documents proposed to be filed and provided further, that if TTWF so requests (i) it and its counsel and other representatives (including underwriters) may participate in the drafting and preparation of such registration statement and prospectus and (ii) such information as it believes may be beneficial to be included in the registration statement and prospectus for marketing purposes shall be included therein so long as disclosure of such information (A) is in compliance with applicable law and (B) does not competitively harm the Company;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective with respect to the disposition of all Registrable Securities included therein and to otherwise comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities included therein until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, that such 90nine-day month period shall be extended for such number of days that equals the number of days elapsing from (xA) the date the written notice contemplated by paragraph (f) below is given by MSCI the Company to (yB) the date on which MSCI the Company delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below; and provided further, that in the case of a registration to permit the exercise or exchange of Exchangeable Securities for, or the conversion of Exchangeable Securities into, Registrable Securities, the time limitation contained in clause (ii) above shall be disregarded to the extent that, in the written opinion of TTWF's counsel delivered to the Company, such Registrable Securities are required to be covered by an effective registration statement under the Securities Act at the time such Registrable Securities are issued upon exercise, exchange or conversion of Registrable Securities in order for such Registrable Securities to be freely tradeable by any person who is not an Affiliate of the Company or TTWF;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus)) and of each supplement thereto, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions (domestic or foreign) as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company addressed to each Selling Holder and the underwriters dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to the underwriters and each Holder of Registrable Securities included in such registration (each a "Selling Holder Holder"), if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any registration statement relating to such offering or the initiation of proceedings for that purpose and in either any such casecase (i), (ii) or (iii) at the request of the Selling Holders Holders, promptly prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading or to remove such stop order;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and inter-dealer quotation system on which the Class A Common Stock of MSCI is then listed;
(h) use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or inter-dealer quotation system (in each case, domestic or foreign) not described in paragraph (g) above as the Selling Holders or any underwriter of such Registrable Securities shall request, and use its best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and to do any and all other acts and things which may be necessary or advisable to effect such listing;
(i) to the extent reasonably requested by the lead or managing underwritersunderwriters in connection with any underwritten offering, send appropriate officers of MSCI the Company to attend any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and;
(ij) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters; and
(k) use its best efforts to make available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 10(a) of the Securities Act and the rules and regulations promulgated thereunder. The Company may require each Selling Holder to furnish the Company with such information regarding such Selling Holder and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request.
Appears in 1 contract
Samples: Registration Rights Agreement (Westlake Chemical Corp)
Registration and Qualification. (a) If and whenever MSCI the Corporation is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2.01 or a Piggyback Registration2.02, MSCI the Corporation shall as promptly as practicable:
(ai) prepare, prepare and (within 60 days after the request of the Initial Requesting Holder has been given) file and use its reasonable best efforts to cause to become effective as promptly as practicable a registration statement under the Securities Act Registration Statement relating to the Registrable Securities to be offeredoffered in accordance with the intended method of disposition thereof;
(bii) prepare and file with the SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effectiveRegistration Statement; provided, thatthat the Corporation will, as far in advance as practicable but at least five Business Days prior to filing a Registration Statement or prospectus (or any amendment or supplement thereto), furnish to each Selling Holder, for their review, copies of such 90-day period Registration Statement or prospectus (or amendment or supplement) as proposed to be filed (including, upon the request of such Holder, documents to be incorporated by reference therein); and provided, further, that each Selling Holder may request reasonable changes to such Registration Statement or prospectus (or amendment or supplement) and the Corporation shall be extended for required to comply therewith (A) if the Selling Holder is an Initial Member, and such number of days Initial Member reasonably believes that equals the number of days elapsing from provisions in question would have an impact or effect on such Initial Member, or (xB) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers solely to the Holders of Registrable Securities extent necessary, if at all, to lawfully complete the supplement filing or amendment contemplated by paragraph (f) belowmaintain the effectiveness thereof;
(ciii) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement Registration Statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, from the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(div) after the filing of the Registration Statement, promptly notify each Selling Holder in writing of the effectiveness thereof and of any stop order issued or threatened by the SEC and take all commercially reasonable actions required to prevent the entry of such stop order or to promptly remove it if entered and promptly notify each Selling Holder of such lifting or withdrawal of such order;
(v) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement Registration Statement under the securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and promptly notify the Selling Holders of the receipt of any notification with respect to the suspension of the qualification of Registrable Securities for sale or offer in any such jurisdiction;
(vi) use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things (including, without limitation, reasonable best efforts to promptly remove any such suspension) which may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its the Registrable Securities covered by such registration statementRegistration Statement; provided, that, MSCI that the Corporation shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or qualified, to consent to general service of process in any such jurisdictionjurisdiction or to amend its certificate of incorporation or bylaws;
(e) (ivii) use its reasonable best efforts to furnish to each Selling Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities (i) an opinion of counsel for MSCI the Corporation addressed to such underwriter and each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ) and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter letters dated as of the effective date of the registration statement and brought down to the date of closing under the underwriting agreement addressed to such underwriter and each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Corporation included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in connection with the consummation of underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gviii) if reasonably requested by the lead or managing underwritersunderwriter(s), use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A shares of Common Stock of MSCI is are then listed;
(hix) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Section 2.01 or Piggyback Registration 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters;
(x) not later than the effective date of the applicable Registration Statement, provide (A) a transfer agent and registrar (if the Corporation does not already have such an agent), (B) a CUSIP number for all Registrable Securities included in such Registration Statement and (C) the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company or other applicable clearing agency;
(xi) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such underwritten offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and
(xii) otherwise use its reasonable best efforts to comply with all applicable securities laws, including the rules and regulations of the SEC.
(b) If the Corporation has delivered a prospectus to the Selling Holders and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify the Selling Holders and, if requested, the Selling Holders shall immediately cease making offers of Registrable Securities and return to the Corporation all prospectuses in their possession. The Corporation shall promptly provide the Selling Holders with revised prospectuses and, following receipt of the revised prospectuses, the Selling Holders shall be free to resume making offers of the Registrable Securities.
(c) In the event that, in the judgment of the Corporation, it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Corporation believes public disclosure would be detrimental to the Corporation, the Corporation shall direct the Selling Holders to discontinue sales of Registrable Securities pursuant to such Registration, and each Selling Holder shall immediately so discontinue, until such Selling Holder has received copies of a supplemented or amended prospectus or until such Selling Holder is advised in writing by the Corporation that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall provide the Selling Holders with any such supplemented or amended prospectuses or additional or supplemental filings, as the case may be. Notwithstanding anything to the contrary in this Exhibit D, the Corporation shall not exercise its rights under this Section 2.05(c) to suspend sales of Registrable Securities for a period in excess of 60 days consecutively or 90 days in any 365-day period.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2.1 or a Piggyback RegistrationSection 2.2, MSCI the Company shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, that such 90-day nine month period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI capital to (y) the date on which MSCI the Company delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Reg- istrable Securities or such underwriter may reasonably request, ; and the Company shall furnish to the underwriters a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions or (domestic or foreign) as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “"Selling Holder”") and to any underwriter of such Registrable Securities Securities, upon written request, an opinion of counsel for MSCI the Company addressed to each Selling Holder the Company and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder Holder, upon written request, a “"cold comfort” " letter addressed to each Selling Holder the Company and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2.1 or Piggyback Registration Section 2.2 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document amendment relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) use its best efforts, if reasonably requested by the lead or managing underwritersSelling Holders, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and inter-dealer quotation system on which a class of common equity securities of the Class A Common Stock of MSCI Company is then listed;
(h) to the extent reasonably requested by the lead or managing underwritersunderwriter, send appropriate officers of MSCI the Company to attend any “"road shows” " scheduled in connection with any 360341.1 such registration, with all out-of-pocket costs and expense expenses incurred by MSCI the Company or such officers in connection with such attendance to be paid by MSCIshared pro rata on the basis set forth in Section 2.3; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Metropolis Realty Trust Inc)
Registration and Qualification. If and whenever MSCI Txx Hortons is required to use its best efforts to effect the registration of any Shares under the Securities Act as provided in Article III or Article IV, including an underwritten offering pursuant to a Demand Registration or a Piggyback Shelf Registration, MSCI shall Txx Hortons will as promptly as practicable:is practicable (but, subject to Section 3.01(b), in no event, in the case of the initial filing of the registration statement, later than 30 days after the date of a demand under Article III if the applicable registration form is Form S-3 or a successor form, and for any other form, 90 days from the date of such demand):
(a) prepare, prepare and file with the SEC a registration statement regarding such Shares and use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after the initial filing thereof (provided that before filing a registration statement under the Securities Act relating or prospectus or any amendment or supplement thereto, Txx Hortons shall furnish to the Registrable Securities counsel selected by the Holders of a majority of the Shares covered by such registration statement copies of all such documents proposed to be offeredfiled (which documents shall be subject to the review and comment of such counsel));
(b) except in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to regarding the disposition of all Registrable Securities of the Shares until the earlier of (i) such time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided;
(c) in the case of a Shelf Registration, thatprepare and file with the SEC such renewals, amendments and supplements to such 90-day registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act regarding the disposition of all Shares subject thereto for a period shall be extended for such number ending on the earlier of days that equals the number of days elapsing from (xi) the date on which, in the written notice contemplated by paragraph opinion of counsel to Txx Hortons, the form and substance of which is acceptable to the Selling Holder(s) whose Shares are registered on such registration statement, a registration is not required in order for all such Selling Holder(s) to sell such Shares and (f) below is given by MSCI to (yii) the date on which MSCI delivers all of the Shares subject thereto have been sold pursuant to such registration statement (the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below“Shelf Effective Period”);
(cd) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(de) use its reasonable best efforts to register or qualify all Registrable Securities of the Shares covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Securities Shares shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which that may be necessary or advisable to enable the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities the Shares covered by such registration statement; provided, that, MSCI except Txx Hortons shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachthe Selling Holders, a “Selling Holder”) and addressed to any underwriter of such Registrable Securities them, an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), Txx Hortons and (ii) use its reasonable best efforts to furnish to each the Selling Holder Holders, addressed to them, a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the certified Txx Hortons’s financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to regarding such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, regarding events after the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request andrequest, in each case in form and substance and as of the case of such accountants’ letter, with respect to events subsequent dates reasonably satisfactory to the date of such financial statementsSelling Holders;
(fg) as promptly as practicable, immediately notify the Selling Holders in writing (i) Holders, at any time when a prospectus relating to a registration pursuant to a Demand Registration Article III or Piggyback Registration IV is required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
(h) permit any Selling Holder(s) comprising holders of a majority of the Shares to be included in such registration, in their sole and exclusive judgment, to participate in the preparation of such registration or comparable statement (including having prompt access to any SEC comment letters or other communications in connection with such registration and any responses thereto) and to require the insertion therein of material, furnished to Txx Hortons in writing, which in the reasonable judgment of such Selling Holder(s) and their counsel should be included;
(gi) if reasonably requested make available members of management of Txx Hortons, as selected by the lead Holders of a majority of the Shares included in such registration, for assistance in the selling effort relating to the Shares covered by such registration, including participation in road show presentations;
(j) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or managing underwritersof any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such order; and
(k) use its best efforts to list all such Registrable Securities cause Shares covered by such registration on each statement to be registered with or approved by such other government agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Shares. Txx Hortons may require the Selling Holders to fxxxxxx Xxx Hortons with information regarding the Selling Holders and the distribution of such Shares as Txx Hortons may from time to time reasonably request in writing and as shall be required by law, the SEC or any securities exchange on which the Class A any shares of Common Stock of MSCI is are then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled listed for trading in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (iii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Samples: Shareholder Agreement (MSCI Inc.)
Registration and Qualification. If and whenever MSCI the Company is required to use its reasonable best efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in Sections 2 and 3 hereof, MSCI shall as the Company will promptly as is practicable:
: (a) prepare, file with the SEC and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating with respect to the Registrable Securities to be offered;
; (b) furnish to the Investors copies of any such registration statement, any prospectus included therein and any amendment or supplement thereto (including all documents incorporated by reference therein prior to the effectiveness of such registration statement), which documents (other than documents incorporated by reference) will be subject to the review of the Investors for a period of at least five business days, and (i) with respect to a registration under Section 2 hereof, the Company shall not file with the SEC any such registration statement, prospectus, amendment or supplement to which any Investor with securities covered by the registration statement shall reasonably object within five business days of receipt thereof and (ii) with respect to a registration under Section 3 hereof, prior to filing with the SEC any such registration statement, prospectus, amendment or supplement, the Company will consider the reasonable objections of any Investor which are conveyed to the Company; (c) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investors set forth in such registration statement and (ii) or, in the case of registration statements not governed by Rule 415 under the Securities Act, the expiration of the 90-day period three months after such registration statement becomes effective, if earlier; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (xd) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers if any person becomes an Investor subsequent to the Holders of Registrable Securities time that a registration statement governed by Rule 415 becomes effective, upon request by the new Investor or the Investors' Agent, add such Investor to the registration statement through a supplement to the prospectus included in the registration statement or, if required by applicable law, rule or regulation, a post-effective amendment contemplated by paragraph to include such Investor as a selling securityholder in a distribution under such registration statement; (f) below;
(ce) furnish to the Holders of Registrable Securities Investors and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), ) in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, prospectus and such other documents, documents as the Holders of Registrable Securities Investors or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction ; (including any domestic or foreign securities exchange) relating to such offering;
(df) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the such other securities or blue sky laws of such United States jurisdictions as the Holders Investors, acting solely through the Investors' Agent, or any underwriter of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders of Registrable Securities Investors or any such underwriter to consummate the disposition in such jurisdictions of its the Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified or to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;; (g)
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachthe Investors, a “Selling Holder”) and addressed to any underwriter of such Registrable Securities them, an opinion of counsel for MSCI addressed to each Selling Holder and the Company, dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwrittenagreement, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel delivered to underwriters in underwritten public offerings of securities and such other matters as the Investors may reasonably request, and (ii) if permitted by applicable accounting standards, use its reasonable efforts to furnish to the Investors, addressed to them, a "cold comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein), and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders Investors may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;reasonable request; and (h)
(f) as promptly as practicable, notify the Selling Holders in writing (i) immediately notify the Investors at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders Investors, acting solely through the Investors' Agent, prepare and furnish to the Selling Holders Investors a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers purchaser of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
. The Investors agree not to sell Registrable Securities registered under Section 2 or Section 3 hereof if they have been notified of the happening of an event under clause (gi) if reasonably requested of this Section 4.1(g) until the Investors have received such copies of the supplement or amendment as aforesaid and are further notified by the lead Company that the prospectus included in the registration statement, as then in effect, no longer includes an untrue statement of a material fact or managing underwritersomits to state any material fact required to be stated therein or necessary to make the statements therein, use its reasonable best efforts in light of the circumstances under which they were made, not misleading, and the three-month time period set forth in paragraph (b) of this Section 4.1, if applicable, shall be extended for a number of days equal to list all the number of days the Investors are prohibited from selling such Registrable Securities covered by such registration on each securities exchange on which under this Section 4(g). The Company may require the Class A Common Stock of MSCI is then listed;
(h) Investors to furnish to the extent Company such information regarding the Investors and the distribution of such securities as the Company may from time to time reasonably requested request in writing and as shall be required by law or by the lead SEC or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled the NASD in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.. 4.2
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Sneaker Guarantee LLC)
Registration and Qualification. If and whenever MSCI SoftBrands is required to use its reasonable best efforts to effect a Demand Registration the registration under the Securities Act of any Registrable Securities, as provided in Sections 3.1 or a Piggyback Registration3.2 of this Agreement, MSCI shall SoftBrands will as promptly expeditiously as is practicable:
(ai) prepare, prepare and promptly file with the SEC a registration statement under the Securities Act on the appropriate form with respect to such securities to be offered and use its reasonable best efforts to cause such registration statement to become effective and, in the case of a registration under Section 3.1 of this Agreement, keep such registration statement under effective until the Securities Act relating to distribution contemplated in the Registrable Securities to be offeredregistration statement has been completed, but not in any case more than 90 days;
(bii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities such securities, until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period 90 days after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(ciii) furnish to Info-Quest copies of any such registration statement, any prospectus included therein (including any preliminary prospectus or summary prospectus) and any amendment or supplement thereto, and (i) with respect to a registration under Section 3.1 of this Agreement, such documents shall be subject to the Holders prior review of Registrable Securities Info-Quest for a period of at least five Business Days and SoftBrands shall not file with the SEC any such registration statement, prospectus, amendment or supplement to which Info-Quest shall reasonably object within five Business Days of receipt thereof and (ii) with respect to a registration under Section 3.2 hereof, such documents shall be subject to the prior review of Info-Quest for a reasonable period of time under the circumstances and prior to filing with the SEC any such registration statement, prospectus, amendment or supplement, SoftBrands will consider the reasonable objections of Info-Quest which are conveyed to it;
(iv) furnish to Info-Quest and to any underwriter of such Registrable Securities securities, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, prospectus and such other documents, documents as the Holders of Registrable Securities Info-Quest or such underwriter may reasonably request, and a copy of any and all transmittal letters request in order to facilitate the public sale or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to disposition of such offeringsecurities;
(dv) use its reasonable best efforts to register or qualify all Registrable Securities the securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities Info-Quest or any underwriter to of such Registrable Securities securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders of Registrable Securities Info-Quest or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities the securities covered by such registration statement; provided, that, MSCI that SoftBrands shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified or to subject itself to any taxation in any such jurisdiction or to consent to general or unlimited service of process in any such jurisdictionjurisdiction where it is not then so subject;
(evi) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its securityholders, in each case as soon as practicable, but not later than 45 calendar days after the close of the period covered thereby (i90 calendar days in case the period covered corresponds to a fiscal year), an earnings statement of SoftBrands which will satisfy the provisions of Section 11(a) of the Securities Act;
(vii) use its reasonable best efforts to furnish list such securities on the securities exchange or quote such securities on the quotation system the Shares are then, or are intended to each Holder of Registrable Securities included in such registration (eachbe, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (listed or if such offering is not underwrittenquoted, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders case may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementsbe;
(fviii) as promptly as practicable, (x) immediately notify the Selling Holders in writing (i) Info-Quest at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 3.1 or Piggyback Registration 3.2 of this Agreement is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were madethen existing, not misleading, misleading and (iiy) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders Info-Quest, prepare and furnish to the Selling Holders Info-Quest a reasonable number of copies of a supplement to to, or an amendment of of, such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are madethen existing, not misleading. Info-Quest agrees not to sell any Registrable Securities registered under Sections 3.1 or 3.2 hereof if Info-Quest has been notified of the happening of an event under clause (x) of this paragraph (a)(viii) until Info-Quest has received such copies of the supplement or amendment as aforesaid and is further notified by SoftBrands that the prospectus included in the registration statement, as then in effect, no longer includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading. Upon the happening of an event under clause (x) of this paragraph (a)(viii), the 90 day time period set forth in clause (ii) of this paragraph (a), if applicable, shall be extended for a number of days equal to the number of days that Info-Quest is prohibited from selling such Registrable Securities under this paragraph (a)(viii);
(gx) furnish to Info-Quest, addressed to Info-Quest, an opinion of counsel for SoftBrands dated the date of the closing of the sale of the securities under the underwriting agreement, covering substantially the Info-Quest matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of SoftBrands’s counsel delivered to underwriters in underwritten public offerings of securities and such other matters as Info-Quest may reasonably request, and (y) if reasonably requested permitted by the lead or managing underwritersapplicable accounting standards, use its reasonable best efforts to list all such Registrable Securities covered furnish to Info-Quest, addressed to Info-Quest, a “cold comfort” letter signed by the independent public accountants who have certified SoftBrands’s financial statements included in or incorporated by reference into such registration on each securities exchange on which statement, covering substantially the Class A Common Stock of MSCI is then listed;
Info-Quest matters with respect to such registration statement (h) and the prospectus included therein), and with respect to events subsequent to the extent date of such financial statements, as are customarily covered in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as Info-Quest may reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.request;
Appears in 1 contract
Registration and Qualification. If and whenever MSCI the Company is required to use reasonable efforts to effect a Demand Registration the registration of any Eligible Securities or a Piggyback RegistrationOther Securities under the Securities Act as provided in Articles 3 and 4, MSCI shall the Company will as promptly as is practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to regarding the Registrable Eligible Securities or Other Securities to be offered, provided that such reasonable efforts obligation shall not require the Company to yield to an SEC accounting or other comment which it is discussing, resisting or otherwise addressing in good faith and which the Board of Directors of the Company determines that such discussing, resisting or addressing is materially in the best interests of the Company;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Eligible Securities or other Securities until the earlier of (i) such time as all of such Registrable Eligible Securities or Other Securities have been disposed of in accordance with the intended methods of disposition by the Holders set forth in such registration statement and (ii) or the expiration of the 90-day period four (4) months after such registration statement Registration Statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the all Holders of Registrable Securities and to any underwriter (which term for purposes of this Agreement shall include a person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act and any placement agent or sales agent) of such Registrable Eligible Securities or Other Securities one executed copy each and such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Holders of Registrable Securities any Holder or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Eligible Securities or Other Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities any Holder or any underwriter to of such Registrable Eligible Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities any Holder or any such underwriter to consummate the disposition in such jurisdictions of its Registrable the Eligible Securities or Other Securities covered by such registration statement; provided, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) promptly notify the selling Holders of Eligible Securities or Other Securities and the managing underwriter or underwriters, if any, thereof and confirm such advice in writing, (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in when such registration (eachstatement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwrittenand, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any comments by the SEC and by the securities commissioner or regulator of any state with respect thereto or any request by the SEC for amendments or supplements to such registration statement or prospectus included thereinor for additional information, (iii) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings the issuance by the SEC of securities and such other matters as any stop order suspending the Selling Holders may reasonably request and, in the case effectiveness of such accountants’ letterregistration statement or the initiation or threatening of any proceedings for that purpose, (iv) if at any time the representations and warranties of the Company contemplated by Section 5.1(h) or Section 5.2(b) hereof cease to be true and correct in all material respects, (v) of the receipt by the Company of any notification with respect to events subsequent to the date suspension of the qualification of the Eligible Securities or Other Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such financial statements;
purpose, or (f) as promptly as practicable, notify the Selling Holders in writing (ivi) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in Act, that such registration statement, as then prospectus, prospectus amendment or supplement or post-effective amendment, or any document incorporated by reference in effectany of the foregoing, includes contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading, and then existing;
(iif) use its reasonable efforts to obtain the withdrawal of any request by order suspending the SEC or any other regulatory body or other body having jurisdiction for any amendment effectiveness of or supplement to any such registration statement or other document relating to such offering, and in either such case, any post- effective amendment thereto at the request earliest practicable date, provided that such reasonable efforts obligation shall not require the Company to yield to a material SEC accounting or other comment which it is discussing, resisting or otherwise addressing in good faith and which the Board of Directors of the Selling Holders prepare and furnish to Company determines that such discussing, resisting or addressing is materially in the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light best interests of the circumstances under which they are made, not misleadingCompany;
(g) use its reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect such registration or the offering or sale in connection therewith or to enable the Holders to offer, or to consummate the disposition of, the Eligible Securities or Other Securities, provided that such reasonable efforts obligation shall not require the Company to yield to a material accounting or other comment issued by such governmental agency or authority which it is discussing, resisting or otherwise addressing in good faith and which the Board of Directors of the Company determines that such discussing, resisting or addressing is materially in the best interests of the Company;
(h) whether or not an agreement of the type referred to in Section 5.2 hereof is entered into and whether or not any portion of the offering contemplated by such registration statement is an underwritten offering or is made through a placement or sales agent or any other entity, (i) make such representations and warranties to the Holders and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of common stock or other equity securities pursuant to any appropriate agreement and/or to a registration statement filed on the form applicable to such registration; (ii) obtain opinions of counsel to the Company in customary form and covering such matters, of the type customarily covered by such opinions, as the underwriters, if any, and as the Holders may reasonably request; (iii) obtain a "cold comfort" letter or letters from the independent certified public accountants of the Company addressed to the Holders and the underwriters, if any, thereof, dated (A) the effective date of such registration statement and (B) the date of the closing under the underwriting agreement relating thereto, such letter or letters to be in customary form and covering such matters of the type customarily covered, from time to time, by letters of such type and such other financial matters as the managing underwriters, if any, and as the Holders may reasonably request; (iv) deliver such documents and certificates, including officers' certificates, as may be reasonably requested by the lead Holders and the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (i) above and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company; and (v) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Article 7 hereof; and,
(i) use its reasonable best efforts to list all prior to the effective date of such Registrable registration statement, subject to notice of issuance, the Eligible Securities or Other Securities covered by such registration statement on each any securities exchange on which securities of the Class A Common Stock same class are then listed or, if such class is not then so listed, to have the Eligible Securities or Other Securities accepted for quotation for trading on the Nasdaq National Market System (or a comparable interdealer quotation system then in effect). The Company may require any Holder to furnish the Company such information regarding such Holder and the distribution of MSCI is then listed;
(h) such securities as the Company may from time to the extent time reasonably requested request in writing and as shall be required by law or by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled SEC in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (West Teleservices Corp)
Registration and Qualification. (a) If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in Sections 2 and 3, MSCI shall as the Company will promptly as is practicable:
(ai) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to regarding the Registrable Securities to be offered;
(bii) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (ia) the expiration of two years from the effective date thereof or (b) until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders, as set forth in such registration statement;
(iii) shall, prior to filing any registration statement and or prospectus or any amendments or supplements thereto (ii) including any documents incorporated by reference in any registration statement after the expiration initial filing of the 90-day period after such registration statement becomes effective; providedstatement) in which Registrable Securities are included pursuant to this Agreement, that, such 90-day period shall be extended furnish to counsel for such number any managing underwriter for any underwritten public offering of days that equals the number of days elapsing from (x) the date the written notice contemplated Registrable Securities and to counsel engaged by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of a majority in interest of the Registrable Securities included in such registration statement, copies of all such documents proposed to be filed with the supplement or amendment contemplated SEC, which documents shall be subject to the reasonable review of such counsel, and, if requested by paragraph such counsel, the insertion of material which in their judgment should be included therein (f) belowsubject, however, to the approval of counsel to the Company). Notwithstanding the foregoing, in the case of periodic reports of the Company which are incorporated by reference into any registration statement in which Registrable Securities are included pursuant to this Agreement after the effective date of such registration statement, the Company shall only be required to furnish such periodic reports to counsel engaged by the Holders of a majority in interest of the Registrable Securities included in such registration statement, if any, concurrently with the filing of such periodic reports;
(civ) furnish to the Holders of Registrable Securities participating in the registration and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each the case of the Holder or any managing underwriter, including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus)) or filed under the Securities Act, in conformity with the requirements of the Securities Act, such documents as may be incorporated by reference in such registration statement statement, or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(dv) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Holders participating in the registration or any underwriter of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents reasonably request in connection therewithwriting, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities participating in the registration or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(evi) (i) use its reasonable best efforts to in the case of any underwritten offering, furnish to each Holder of Registrable Securities included the Holders participating in such the registration and the underwriters, if any, addressed to them, (each, a “Selling Holder”A) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and the Company dated the date of the closing under the underwriting agreement relating to any underwritten offering, in form and substance satisfactory to such Holders, to the effect that (if anya) (or if such offering is not underwritten, dated a registration statement covering the Registrable Securities has been filed with the Commission under the Securities Act and has been made effective date by order of the Commission, (b) such registration statement)statement and the prospectus contained therein comply with all material respects with the requirements of the Securities Act, and nothing has come to said counsel's attention which would cause it to believe that either such registration statement or the prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, (c) a prospectus meeting the requirements of the Securities Act is available for delivery, (d) no stop order has been issued by the Commission suspending the effectiveness of such registration statement and, to the best of counsel's knowledge, no proceedings for the issuance of such a stop order are threatened or contemplated, and (iie) use its reasonable best efforts there has been compliance with the applicable provisions of the securities or blue sky laws of each jurisdiction in which the Company shall be required pursuant to furnish clause (v) of this sentence to register or qualify such Registrable Securities, assuming the accuracy and completeness of the information furnished to such counsel with respect to each Selling Holder filing relating to such laws, and (B) a “cold comfort” comfort letter addressed to each Selling Holder and signed by the independent public accountants who have audited certified the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to events subsequent to the date of such registration statement (and the prospectus included therein) financial statement, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters ' letters, delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementsrequest;
(fvii) as promptly as practicable, notify the Selling Holders participating in writing (i) the registration at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 is or was required to be delivered under the Securities Act Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes or included an untrue statement of a material fact or omits or omitted to state any material fact required to be stated therein or necessary necessary, in the light of the circumstances then existing, to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and (ii) and, if necessary in the reasonable judgment of any request by counsel for the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offeringCompany, and in either such case, at the request of the Selling Holders Company will prepare and furnish to the Selling Holders such Holder a reasonable number of copies of a supplement to of or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinnecessary, [in light of the circumstances under which they are madethen existing, to make the statements therein not misleading; and
(viii) notify each Holder of the Registrable Securities included in any registration statement pursuant to this Agreement of any stop order issued or, to the knowledge of the Company, threatened by the Commission in connection with such registration statement and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(gix) if reasonably requested by the lead managing underwriter or underwriters or by any Holder of the Registrable Securities included in any Registration Statement, subject to the approval of counsel to the Company in its reasonable judgment, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or such Holder or Holders reasonably shall furnish to the Company in writing and request to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such Holder or Holders to such underwriter or underwriters, use its reasonable best efforts the purchase price being paid therefor by such underwriter or underwriters and with respect to list any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as possible after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(x) cooperate with the Holders of the Registrable Securities covered by any registration statement pursuant to this Agreement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold under such registration on each securities exchange on which statement, in such denominations and registered in such names as the Class A Common Stock of MSCI is then listed;managing underwriter or underwriters, if any, or such Holders may request; and
(hxi) use reasonable efforts to do any and all other customary acts the extent Holders participating in the registration may reasonably requested request and which are customary for a registration of equity securities. The Company may require each Holder participating in a registration to furnish such information regarding such Holder and the distribution of such securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled Commission in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and.
(ib) so long as Each Holder agrees that, upon receipt of any notice from the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series Company of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing happening of any offering event of the kind described in Section 4.1(a)(vi) hereof, each Holder shall use its best efforts to discontinue forthwith disposition of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership the registration statement covering such Registrable Securities until the Holder's receipt of the Registrable Securities being sold in such denominations as shall be requested copies of the supplemented or amended prospectus contemplated by the Selling Holders or the underwritersSection 4.1(a)(vi) hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Natural Health Trends Corp)
Registration and Qualification. If and whenever MSCI JLK is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 3.1 or a Piggyback Registration3.2, MSCI and subject to Section 3.1(a)(i), as applicable, JLK shall as promptly as practicable:
(a) preparePrepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of of: (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and statement; (iiB) the expiration of the 90six-day period months after such registration statement becomes effective; provided, that, that such 90six-day month period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI JLK to (y) the date on which MSCI JLK delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish Furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use Use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI that JLK shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) Use its best efforts to: (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI JLK addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ; and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI JLK included in such registration statement, ; in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as As promptly as practicable, notify the Selling Holders in writing writing: (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration Section 3.1 and 3.2 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, ; and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if If reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A Common Stock of MSCI JLK is then listed;
(h) to To the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI JLK to attend any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI JLK or such officers in connection with such attendance to be paid by MSCI; andJLK;
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish Furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 3.1 or Piggyback Registration 3.2 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters; and
(j) JLK may require each Selling Holder of Registrable Securities as to which any registration is being effected to furnish JLK with such information regarding such seller and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as JLK may from time to time reasonably request in writing.
Appears in 1 contract
Registration and Qualification. If In connection with the Company's obligations with respect to the registration of Eligible Shares pursuant to this Agreement and whenever MSCI is in accordance with the intended method or methods of distribution thereof, the Company shall, as soon as reasonably practicable (and, in any event, subject to the terms of this Agreement, at or before the time required by applicable laws and regulations) take such action as may reasonably and customarily be required in order to effect a Demand Registration or a Piggyback Registrationthe registration and sale of the Eligible Shares under the Securities Act, MSCI shall as promptly as practicableincluding:
(a) prepareprepare and file with the SEC a registration statement on any appropriate form under the Securities Act, file which form shall be available for the sale of the respective Eligible Shares in accordance with the intended method or methods of distribution thereof, and use its reasonable best efforts to cause such registration statements to become effective a registration statement under as soon as possible after the Securities Act relating to the Registrable Securities to be offeredfiling thereof;
(b) prepare and file with the SEC such amendments and supplements post-effective amendments to such registration statement and supplements to the related prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Eligible Shares until the earlier of (i) such time as all of such Registrable Securities Eligible Shares have been disposed of in accordance with the intended methods of disposition by the Bank set forth in such registration statement and (ii) or the expiration of the 90-day period 90 days after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish notify the Bank, the sales or placement agent or agents, if any, for the Eligible Shares and the managing underwriter or underwriters, if any, thereof, after becoming aware thereof, (i) when any registration statement or a prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and or any post-effective amendment, when the same has become effective, (ii) of each such amendment and supplement thereto any request by the SEC for amendments or supplements to the registration statement or related prospectus or for additional information, (in each case including all exhibits), such number of copies iii) of the prospectus included in such issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (including each preliminary prospectus and any summary prospectus), in conformity with the requirements iv) of the Securities Actreceipt by the Company of any notification with respect to the suspension of the qualification of the Eligible Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, such documents or (v) the happening of any event which makes any statement in the relevant registration statement or any post-effective amendment thereto, prospectus or any amendment or supplement thereto, or any document incorporated therein by reference untrue in any material respect or which requires the making of any changes in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities post-effective amendment thereto or such underwriter may reasonably request, and a copy of prospectus or amendment or supplement thereto so that they will not contain any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any prospectus, in the light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gd) if register or qualify all Eligible Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Bank or any underwriter of such Eligible Shares shall reasonably request, and do any and all other acts and things which may be reasonably requested by the lead Bank or managing underwritersany underwriter to consummate the disposition of the Eligible Shares in such jurisdictions covered by such registration statement; provided, however, the Company shall not be required to (i) qualify generally to do business in any jurisdiction wherein it is not so qualified, (ii) subject itself to taxation in any jurisdiction where it is not then subject to taxation, (iii) consent to general service of process in any jurisdiction where it is not then subject to service of process, provided that the Company shall execute consents to service of process in the forms customarily requested in connection with registration or qualification of securities under state securities or blue sky laws, or (iv) make any changes to its declaration of trust or bylaws or enter into any undertakings with respect to its corporate affairs other than undertakings customarily given in connection with qualifications of securities for sale which do not restrict the conduct of its business;
(e) use its reasonable best efforts to list all such Registrable Securities covered by such registration the Eligible Shares on each national securities exchange on which the Class A Company's Common Stock Shares of MSCI Beneficial Interest are then listed, if the listing of such securities is then listedpermitted under the rules of such exchange;
(hf) upon written notice from the Bank that it intends to offer and sell the extent Eligible Shares, enter into such agreements (including, if the offering is an underwritten offering, an underwriting agreement) as are customary in transactions of that type and take such other actions that are reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled required in connection with any therewith in order to expedite or facilitate the disposition of such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCIEligible Shares; and
(ig) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that comply with all or some of all classes or series applicable rules and regulations of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersSEC.
Appears in 1 contract
Samples: Registration Rights Agreement (Crown American Realty Trust)
Registration and Qualification. If and whenever MSCI (a) In the event that the Parent is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities pursuant to this Article 3, MSCI shall as promptly as practicablethe Parent shall:
(ai) prepare, file and use its reasonable best efforts to to, as promptly as practicable, prepare, file and cause to become effective and remain effective a registration statement under the Securities Act Registration Statement relating to the such Registrable Securities to be offeredSecurities;
(bii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement for such registration statement Registrable Securities and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effectiveof; provided, thatthat the Parent shall, as far in advance as practicable but at least five Business Days prior to filing a Registration Statement or prospectus (or any amendment or supplement thereto), furnish to each Selling Holder, for their review, copies of such 90-day period Registration Statement or prospectus (or amendment or supplement) as proposed to be filed (including, upon the request of such Selling Holder, documents to be incorporated by reference therein); provided, further, that each Selling Holder may request reasonable changes to such Registration Statement, prospectus, amendment or supplement (as the case may be) and the Parent shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI required to (y) the date on which MSCI delivers comply therewith to the Holders extent necessary to lawfully complete such filing or maintain the effectiveness of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowsuch Registration Statement;
(ciii) furnish to the Holders of Registrable Securities each Selling Holder and to any each underwriter of such Registrable Securities such number of conformed copies of such registration statement Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents as are incorporated by reference in such registration statement Registration Statement or prospectusprospectus (including any amendments or supplements thereto), and such other documents, documents as the Holders of Registrable Securities such Selling Holder or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(div) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to promptly notify each Selling Holder and dated the date in writing of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date effectiveness of the registration statement), Registration Statement and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact stop order issued or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request threatened by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriterswith respect thereto, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which prevent the Class A Common Stock entry of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs stop order that is threatened and expense incurred by MSCI or promptly remove any such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions stop order that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.has been
Appears in 1 contract
Samples: Governance Agreement
Registration and Qualification. (a) If and whenever MSCI the Company is required to use its Best Efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3 hereof, MSCI shall as promptly as practicablethe Company shall:
(ai) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 30 days (60 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its Best Efforts to cause the same to become effective as promptly as practicable;
(bii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to (x) keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holder or Holders thereof set forth in such registration statement and (ii) or the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to effective and (y) comply with the date on which MSCI delivers to provisions of the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowAct;
(ciii) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(div) unless the exemption from state regulation of securities offerings under Section 18 of the Securities Act applies, use its reasonable best efforts Best Efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts Best Efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(ev) (i) use its reasonable best efforts to furnish to each Holder of selling Registrable Securities included in by means of such registration (eacheach a "Selling Holder"), at such Selling Holder's request, a “signed counterpart, addressed to such Selling Holder”, of (x) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and the Company, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated speaking both as of the effective date of the registration statement), statement and the date of the closing under the underwriting agreement) and (iiy) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and dated the effective date of such registration statement (and, if such registration statement includes an underwritten public offering, dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have audited certified the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities and, in the case of the accountants' letter, such other financial matters, as such Selling Holder may reasonably request;
(fvi) as promptly as practicable, immediately notify the Selling Holders in writing (ix) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.a
Appears in 1 contract
Registration and Qualification. If and whenever MSCI the Issuer is required to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act, MSCI shall as promptly as practicablethe Issuer shall:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;offered in accordance with the intended method of disposition thereof,
(b) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowSecurities;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, and such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder the Issuer and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Issuer included in such the applicable registration statement, in each such case covering substantially the same such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer’s 's counsel with respect thereto and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders such underwriters may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementsrequest;
(fe) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gf) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated interdealer quotation system on which the Class A Common Stock of MSCI is then listed;
(hg) use reasonable efforts to assist the extent reasonably requested by Holders in the lead or managing underwriters, send appropriate marketing of Common Stock (including using reasonable efforts to have officers of MSCI to the Issuer attend any “"road shows” " and analyst or investor presentations scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and);
(ih) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall may be requested by the Selling Holders or the underwriters; and
(i) use its best efforts to register or qualify the securities covered by the Shelf Registration under such state securities or blue sky laws of such jurisdictions as the Holders may reasonably request in writing within 20 days following the original filing of such registration statement, except that Issuer shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction in which it is not so qualified.
Appears in 1 contract
Samples: Registration Rights Agreement (General Bearing Corp)
Registration and Qualification. If and whenever MSCI Next Level is required to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Sections 0 or a Piggyback Registration0, MSCI Next Level shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (iA) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (iiB) the expiration of the 90-day period three months after such registration statement becomes effective; provided, that, that such 90three-day month period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) 0 below is given by MSCI Next Level to (y) the date on which MSCI Next Level delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) 0 below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and upon request a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such U.S. jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI that Next Level shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) use its best efforts (i) use its reasonable best efforts to furnish to each Holder of the Holders of Registrable Securities included in such registration (each, a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI Next Level addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), ) and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI Next Level included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Sections 0 or Piggyback Registration 0 is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A Common Stock common equity securities of MSCI is Next Level are then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI Next Level to attend and participate in any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI Next Level or such officers in connection with such attendance to be paid by MSCINext Level; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 0 or Piggyback Registration 0 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3 hereof, MSCI shall as promptly as practicablethe Company, shall:
(a) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 30 days (45 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its best efforts to cause the same to become effective as soon as practicable thereafter, but in no event later than 75 days after the date notice is given (90 days if the applicable registration form is other than Form S-3); provided that, a reasonable time before filing a registration statement or prospectus, or any amendments or supplements thereto (other than reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder), the Company will furnish to the Holders and their counsel and other representatives (including underwriters) for review and comment, copies of all documents proposed to be filed and provided further, that if Halliburton so requests (i) it and its counsel and other representatives (including underwriters) may participate in the drafting and preparation of such registration statement and prospectus and (ii) such information as it believes may be beneficial to be included in the registration statement and prospectus for marketing purposes shall be included therein so long as disclosure of such information (A) is in compliance with applicable law and (B) does not competitively harm the Company;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective with respect to the disposition of all Registrable Securities included therein and to otherwise comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities included therein until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, that such 90nine-day month period shall be extended for such number of days that equals the number of days elapsing from (xA) the date the written notice contemplated by paragraph (f) below is given by MSCI the Company to (yB) the date on which MSCI the Company delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below; and provided further, that in the case of a registration to permit the exercise or exchange of Exchangeable Securities for, or the conversion of Exchangeable Securities into, Registrable Securities, the time limitation contained in clause (ii) above shall be disregarded to the extent that, in the written opinion of Halliburton’s counsel delivered to the Company, such Registrable Securities are required to be covered by an effective registration statement under the Securities Act at the time such Registrable Securities are issued upon exercise, exchange or conversion of Registrable Securities in order for such Registrable Securities to be freely tradeable by any person who is not an Affiliate of the Company or Halliburton;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus)) and of each supplement thereto, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions (domestic or foreign) as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company addressed to each Selling Holder and the underwriters dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to the underwriters and each Holder of Registrable Securities included in such registration (each a “Selling Holder Holder”), if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company’s financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any registration statement relating to such offering or the initiation of proceedings for that purpose and in either any such casecase (i), (ii) or (iii) at the request of the Selling Holders Holders, promptly prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading or to remove such stop order;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and inter-dealer quotation system on which the Class A Common Stock of MSCI is then listed;
(h) use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or inter-dealer quotation system (in each case, domestic or foreign) not described in paragraph (g) above as the Selling Holders or any underwriter of such Registrable Securities shall reasonably request, and use its best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and to do any and all other acts and things which may be necessary or advisable to effect such listing;
(i) to the extent reasonably requested by the lead or managing underwritersunderwriters in connection with any underwritten offering, send appropriate officers of MSCI the Company to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and;
(ij) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters; and
(k) use its best efforts to make available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder. The Company may require each Selling Holder to furnish the Company with such information regarding such Selling Holder and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI the Company is --------------------------------- required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3 hereof, MSCI shall as promptly as practicablethe Company, shall:
(a) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 30 days (45 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its best efforts to cause the same to become effective as soon as practicable thereafter, but in no event later than 75 days after the date notice is given (90 days if the applicable registration form is other than Form S-3); provided that, a -------- reasonable time before filing a registration statement or prospectus, or any amendments or supplements thereto (other than reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder), the Company will furnish to the Holders and their counsel and other representatives (including underwriters) for review and comment, copies of all documents proposed to be filed and provided further, that if Transocean so -------- ------- requests (i) it and its counsel and other representatives (including underwriters) may participate in the drafting and preparation of such registration statement and prospectus and (ii) such information as it believes may be beneficial to be included in the registration statement and prospectus for marketing purposes shall be included therein so long as disclosure of such information (A) is in compliance with applicable law and (B) does not competitively harm the Company;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective with respect to the disposition of all Registrable Securities included therein and to otherwise comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities included therein until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, that such 90nine-day month period -------- shall be extended for such number of days that equals the number of days elapsing from (xA) the date the written notice contemplated by paragraph (f) below is given by MSCI the Company to (yB) the date on which MSCI the Company delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below; and provided further, that in the case of a registration -------- ------- to permit the exercise or exchange of Exchangeable Securities for, or the conversion of Exchangeable Securities into, Registrable Securities, the time limitation contained in clause (ii) above shall be disregarded to the extent that, in the written opinion of Transocean's counsel delivered to the Company, such Registrable Securities are required to be covered by an effective registration statement under the Securities Act at the time such Registrable Securities are issued upon exercise, exchange or conversion of Registrable Securities in order for such Registrable Securities to be freely tradeable by any person who is not an Affiliate of the Company or Transocean;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus)) and of each supplement thereto, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions (domestic or foreign) as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for -------- any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company addressed to each Selling Holder and the underwriters dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to the underwriters and each Holder of Registrable Securities included in such registration (each a "Selling Holder Holder"), if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any registration statement relating to such offering or the initiation of proceedings for that purpose and in either any such casecase (i), (ii) or (iii) at the request of the Selling Holders Holders, promptly prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading or to remove such stop order;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and inter-dealer quotation system on which the Class A Common Stock of MSCI is then listed;
(h) use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or inter-dealer quotation system (in each case, domestic or foreign) not described in paragraph (g) above as the Selling Holders or any underwriter of such Registrable Securities shall request, and use its best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and to do any and all other acts and things which may be necessary or advisable to effect such listing;
(i) to the extent reasonably requested by the lead or managing underwritersunderwriters in connection with any underwritten offering, send appropriate officers of MSCI the Company to attend any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and;
(ij) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters; and
(k) use its best efforts to make available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder. The Company may require each Selling Holder to furnish the Company with such information regarding such Selling Holder and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration the registration of any Registrable Securities under the Securities Act as provided in Section 2 or a Piggyback Registration3 hereof, MSCI shall as promptly as practicablethe Company, subject to Section 4 hereof, shall:
(a) prepare, prepare and file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than 45 days (60 days if the applicable registration form is other than Form S-3) after the date notice is given, and use its best efforts to cause the same to become effective within 90 days after the date notice is given (120 days if the applicable registration form is other than Form S-3);
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period nine months after such registration statement becomes effective; provided, that, that such 90nine-day month period shall be extended for such number of days that equals the number of days elapsing from (xA) the date the written notice contemplated by paragraph (f) below is given by MSCI the Company to (yB) the date on which MSCI the Company delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below; and provided further, that in the case of a registration to permit the exercise or exchange of Exchangeable Securities for, or the conversion of Exchangeable Securities into, Registrable Securities, the time limitation contained in clause (ii) above shall be disregarded to the extent that, in the written opinion of Xxxxxx'x counsel delivered to the Company, such Registrable Securities are required to be covered by an effective registration statement under the Securities Act at the time such Registrable Securities are issued upon exercise, exchange or conversion of Registrable Securities in order for such Registrable Securities to be freely tradeable by any person who is not an Affiliate of the Company or Xxxxxx;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions (domestic or foreign) as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish an opinion of counsel for the Company addressed to the underwriters and each Holder of Registrable Securities included in such registration (each, each a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the each Selling Holders Holder in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of if any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders Holders, subject to Section 4 hereof, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and inter-dealer quotation system on which the Class A Common Stock of MSCI is then listed, with expenses in connection therewith (not including any future periodic assessments or fees for such additional listing, which shall be paid by the Company) to be paid in accordance with Section 4 hereof;
(h) use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or inter-dealer quotation system (in each case, domestic or foreign) not described in paragraph (g) above as the Selling Holders or any underwriter of such Registrable Securities shall request, and use its best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and to do any and all other acts and things which may be necessary or advisable to effect such listing; provided, however, that, (i) notwithstanding Section 4, the Holders of the Registrable Securities to be so listed shall pay all costs and expenses incurred by the Company in connection with such listing and (ii) the Company shall have no obligation to use its best efforts to so list Registrable Securities if in the good faith opinion of counsel for the Company such listing shall impose on the Company an ongoing material compliance obligation;
(i) to the extent reasonably requested by the lead or managing underwritersunderwriters in connection with any underwritten offering, send appropriate officers of MSCI the Company to attend any “"road shows” " scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(ij) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI NetVoice is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3 hereof, NetVoice shall:
(a) prepare and file a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than forty-five (45) days (ninety (90) days if the applicable registration form is other than Form S-3) after the date notice is given, and use its reasonable best efforts to cause the same to become effective as promptly as practicable;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until for the earlier of ninety (i90) days (or, in the case of an underwritten offering, such shorter time period as the underwriters may require) or such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowof;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such United States jurisdictions as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that NetVoice shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) in connection with any underwritten offering, (i) use its reasonable best efforts to furnish an opinion of counsel for NetVoice addressed to the underwriters and each Holder of Registrable Securities included in such registration (each, each a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the NetVoice's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2, 3 or Piggyback Registration 4 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders Holders, subject to Section 4 hereof, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each national securities exchange and United States interdealer quotation system on which the Class A Common Stock a class of MSCI common equity securities of NetVoice is then listed, with expenses in connection therewith to be paid in accordance with Section 4 hereof;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersunderwriters with expenses therewith to be paid in accordance with Section 4 hereof; and
(i) use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Netvoice Technologies Corp)
Registration and Qualification. (a) If and whenever MSCI the Company is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a the registration statement of any Eligible Securities under the Securities Act relating as provided in Article 2 hereof, the Company will, as promptly as is practicable, register the Eligible Securities under the Securities Act and use reasonable efforts to cause the Registrable Securities registration statement to be offeredbecome effective;
(b) The Company shall prepare and file with the SEC such amendments and supplements to such any registration statement registering Eligible Securities and the prospectus used in connection therewith as may be necessary to keep such registration statement effective effective, and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities Eligible Securities, until the earlier earliest of (i) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Stockholders as set forth in such registration statement and the Resale Registration Statement, (ii) the expiration of the 90-day period two years after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated Resale Registration Statement has been declared effective by paragraph the SEC, (f) below is given by MSCI to (yiii) the date on which MSCI delivers such Eligible Securities are permitted to the Holders of Registrable Securities the supplement be sold in their entirety within any three month period pursuant to Rule 144 (or amendment contemplated by paragraph (fany successor provision to such Rule) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of under the Securities Act, or (iv) the date on which all of such documents incorporated Eligible Securities shall have been transferred pursuant to an applicable exemption under the Securities Act, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by reference in such registration statement or prospectus, the Company and such other documents, as securities shall be freely transferable to the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such public without registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statementAct; provided, thathowever, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, that in the case of such accountants’ letter, with respect to events subsequent to event that the date of such financial statements;
(f) as promptly as practicable, Company shall -------- ------- notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act Stockholders of the happening of any event as a result of which causes the prospectus included in as part of such registration statement, as then in effect, includes to include an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by such Selling Stockholders shall thereafter sell no shares under such registration statement until the SEC or any other regulatory body or other body having jurisdiction for any Company has filed an amendment of or supplement to the prospectus to cause the prospectus not to include an untrue statement of a material fact or omit to state any registration statement material facts required to be stated therein or other document relating necessary to such offeringmake the statements therein, in light of the circumstances under which they were made, not misleading, and in either such case, at the request of Company shall be obligated to promptly amend or supplement the Selling Holders prepare and furnish to prospectus so that the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall does not include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading;
(gc) if reasonably requested by the lead or managing underwriters, The Company will use its reasonable best efforts to list register or qualify such Eligible Securities under the blue sky laws of such jurisdictions as any Selling Stockholder reasonably requests and to do any and all other acts which may be reasonably necessary to enable such Registrable Selling Stockholder to consummate the disposition in such jurisdictions of the Eligible Securities covered owned by such Selling Stockholder (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(d) The Company may require the Selling Stockholders to furnish to the Company such information regarding the Selling Stockholders and the distribution of the Eligible Securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the SEC in connection with any registration;
(e) The Company shall provide to each Selling Stockholder such number of copies of the Resale Registration Statement, each amendment and supplement thereto, the prospectus included in such Resale Registration Statement (including each preliminary prospectus) and such other documents as such Selling Stockholder may reasonably request in order to facilitate the disposition of the Eligible Securities registered pursuant to such registration statement; and
(f) The Company will provide a transfer agent and registrar for all Eligible Securities not later than the effective date of the registration statement, and use its reasonable best efforts to cause the Eligible Securities to be listed on each securities exchange or national market system on which the Class A Common Stock of MSCI is then listed;
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Einstein Noah Bagel Corp)
Registration and Qualification. If and whenever MSCI the Company is required to use its reasonable best efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act as provided in Sections 1 and 2 hereof, MSCI shall the Company will as promptly as is practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to the regarding Registrable Securities to be offered;
(b) prepare and file with the SEC Securities and Exchange Commission ("SEC") such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by Holder set forth in such registration statement and or (ii) the expiration of the 90-day period 180 days after such registration statement becomes effective (plus such additional days as may be provided under Section 3.3(c)), but in no event more than nine months after such registration statement becomes effective;
(c) advise each Holder participating in such registration ("Participating Holder") and any underwriter promptly and, if requested by such Persons, confirm such advice in writing, (i) when such registration statement and the prospectus used in connection therewith has been filed, and, with respect to any supplement to the registration statement or any post-effective amendment thereto, when the same has become effective, (ii) of any request by the SEC for amendments to such registration statement or amendments or supplements to such prospectus or for additional information relating thereto, or (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement under the Securities Act or of the suspension by any state securities commission of the qualification of any Registrable Securities for offering or sale in any jurisdiction or of the initiation of any proceeding for any of the preceding purposes. If at any time the SEC shall issue any stop order suspending such effectiveness of such registration statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or blue sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;
(d) furnish to each Participating Holder, and to any underwriter before filing with the SEC, copies of such registration statement and such prospectus included therein and any amendments and supplements thereto (including all documents incorporated by reference prior to the effectiveness of such registration statement), which documents, other than documents incorporated by reference, will be subject to the review of such Participating Holders and any such underwriter for a period of at least five business days, and the Company shall not file such registration statement or such prospectus or any amendment or supplement to such registration statement or prospectus to which such Participating Holders or any such underwriter shall reasonably object within five business days after the receipt thereof; providedParticipating Holders or underwriters, thatif any, such 90-day period shall be extended for deemed to have reasonably objected to such number filing only if the registration statement, amendment, prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;
(e) to the extent practicable, promptly prior to the filing of days any document that equals is to be incorporated by reference into registration statement or such prospectus subsequent to the number of days elapsing from (x) effectiveness thereof, and in any event no later than the date such document is filed with the written notice contemplated by paragraph SEC, provide copies of such document to each Participating Holder, if requested, and to any underwriter, make representatives of the Company available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Participating Holders or any such underwriter reasonably may request;
(f) below make available at reasonable times for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to such registration statement and any attorney or accountant retained by Participating Holders or any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company and cause the officers, directors and employees of the Company to supply all information reasonably requested by Participating Holders and any such underwriters, attorneys or accountants in connection with the registration statement subsequent to the filing thereof and prior to its effectiveness;
(g) if requested by any Participating Holder or any underwriter, promptly incorporate in such registration statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Participating Holder and any underwriter may reasonably request to have included therein, including, without limitation, information relating to the "plan of distribution" of the Registrable Securities, information with respect to the principal amount or number of shares of Registrable Securities being sold to such underwriter, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and make all required filings of any such prospectus supplement or post-effective amendment as soon as practicable after the Company is given notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(h) use its reasonable best efforts to cause all Registrable Securities covered by MSCI such registration statement to (y) be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the date on which MSCI delivers opinion of counsel to the Company and counsel to the Holders of Registrable Securities to enable the supplement or amendment contemplated by paragraph (f) belowHolders thereof to consummate the disposition of such Registrable Securities;
(ci) furnish to the Holders of Registrable Securities each Participating Holder and to any underwriter of such Registrable Securities such number of conformed copies of such the registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Holders of Registrable Securities such Participating Holder or such underwriter may reasonably request; and promptly notify each Participating Holder of Registrable Securities covered by a registration statement of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and a copy at the request of any such Participating Holder promptly prepare and all transmittal letters or other correspondence furnish to it a reasonable number of copies of a supplement to or received froman amendment of such prospectus as may be necessary so that, as thereafter delivered to those purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offeringstatements therein in the light of the circumstances under which they were made, not misleading;
(dj) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the such other securities or blue sky laws of such United States jurisdictions as the Holders a Participating Holder or any underwriter of such Registrable Securities or any underwriter to such Registrable Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents keep such registration or qualification in connection therewith, effect for so long as the applicable registration statement remains in effect and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities such Participating Holder or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein where it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (eachParticipating Holder, a “Selling Holder”) and addressed to any underwriter of such Registrable Securities it, an opinion of counsel for MSCI addressed to each Selling Holder and the Company, dated the date of the closing under the underwriting agreement (agreement, if any) (, or if such offering is not underwritten, dated the effective date of effectiveness of the registration statement)statement if such registration is not an underwritten offering, and (ii) use its reasonable best efforts to furnish to each Selling Holder Participating Holder, addressed to it, a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent certified public accountants who have audited certified the Company's financial statements of MSCI included in such registration statement, in each such case statement covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders such Participating Holder may reasonably request request; and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(fl) as promptly as practicable, immediately notify the Selling Holders in writing (i) each Participating Holder at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 1 or Piggyback Registration 2 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders a Participating Holder prepare and furnish to the Selling Holders such Participating Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;; and
(gm) if reasonably requested provide promptly to each Participating Holder upon request any document filed by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which Company with the Class A Common Stock of MSCI is then listed;
(h) SEC pursuant to the extent requirements of Section 13 and Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company may require a Participating Holder to furnish the Company such information regarding such Participating Holder and the distribution of such securities as the Company may from time to time reasonably requested request in writing and as shall be required by law or by the lead SEC or managing underwritersthe National Association of Securities Dealers , send appropriate officers of MSCI to attend any “road shows” scheduled Inc. ("NASD") in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Heffner Charlotte M)
Registration and Qualification. If and whenever MSCI the Issuer is required to effect a Demand Registration the registration of any Registrable Securities under the 1933 Act as provided in Sections 2.01 or a Piggyback Registration2.02, MSCI the Issuer shall as promptly as practicable:practicable (but subject to the provisions of Sections 2.01 and 2.02):
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities 1933 Act relating to the Registrable Securities to be offeredoffered in accordance with the intended method of disposition thereof;
(b) prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the disposition of all Registrable Securities (i) in the case of the Required Shelf Registration, until the Shelf Termination Date and (ii) in the case of the Demand Registration, until the earlier of (i) such time as all of such Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period 30 days after such registration statement becomes effective; provided, that, that such 9030-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (fe) below is given by MSCI the Issuer to (y) the date on which MSCI the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (fe) below;
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities 1933 Act, and such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdiction;
(e) (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder the Issuer and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI the Issuer included in such the applicable registration statement, in each such case covering substantially the same such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer’s 's counsel with respect thereto and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders such underwriters may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statementsrequest;
(fe) as promptly as practicable, notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2.01 or Piggyback Registration 2.02 is required to be delivered under the Securities 1933 Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(gf) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Class A Common Stock of MSCI is then listed;
(hg) use reasonable efforts to assist the Holders in the marketing of Common Stock in connection with up to two underwritten offerings hereunder (including, to the extent reasonably requested by the lead or managing underwritersconsistent with work commitments, send appropriate using reasonable efforts to have officers of MSCI to the Issuer attend any “"road shows” " and analyst or investor presentations scheduled in connection with any such registration), with all out-of-pocket costs and expense expenses incurred by MSCI the Issuer or such officers in connection with such attendance or assistance to be paid by MSCIthe Holders as provided in Section 2.05; and
(ih) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration registration effected pursuant to Sections 2.01 or Piggyback Registration 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act pursuant to this Agreement, MSCI shall the Company will as promptly as is practicable:
(a) prepare, prepare and file with the Commission and use its reasonable best efforts to cause to become effective effective, a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered on such form as the Company determines and for which the Company then qualifies;
(b) prepare and file with the SEC Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) or the expiration of two hundred seventy (270) days after the 90-day period after such registration statement becomes effective; provided, that, such 90-day period shall be extended for such number first anniversary of days that equals the number Closing Date of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowStock Purchase Agreement;
(c) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its make every reasonable best efforts effort to register or qualify all Registrable Securities covered by obtain the withdrawal of any order suspending the effectiveness of such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business early as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdictionpossible;
(e) if requested by a Holder, (i) use its reasonable best efforts to furnish to each Selling Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI the Company addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold "comfort” " or "special procedures" letter addressed to each Selling Holder and signed by the independent public accountants who have audited the Company's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration hereunder is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the a Selling Holders Holder prepare and furnish to the such Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration statement on each securities exchange and inter-dealer quotation system on which a class of common equity securities of the Class A Common Stock of MSCI Company is then listed;, and to pay all fees and expenses in connection therewith; and
(h) to upon the extent reasonably requested transfer of shares by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled a Selling Holder in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated sharesa registration hereunder, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold sought in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (Exten Industries Inc)
Registration and Qualification. If and whenever MSCI WAXS is required to effect a Demand Registration or a Piggyback Registration, MSCI shall as promptly as practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3 hereof, WAXS shall:
(a) prepare and file a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered as soon as practicable, but in no event later than forty-five (45) days (ninety (90) days if the applicable registration form is other than Form S-3) after the date notice is given, and use its reasonable best efforts to cause the same to become effective as promptly as practicable;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with for thirty (30) days (or, in the provisions case of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) the expiration of the 90-day period after such registration statement becomes effective; provided, thatan underwritten offering, such 90-day shorter time period shall be extended for such number of days that equals as the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) belowunderwriters may require);
(c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities or such underwriter may reasonably requestrequest in order to facilitate the public sale of the Registrable Securities, and a copy of any and all transmittal letters or other correspondence to to, or received from, the SEC or any other 6 governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such United States jurisdictions as the Holders of such Registrable Securities or any underwriter to of such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents required in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI provided that WAXS shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) in connection with any underwritten offering, (i) use its reasonable best efforts to furnish an opinion of counsel for WAXS addressed to the underwriters and each Holder of Registrable Securities included in such registration (each, each a “"Selling Holder”") and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “"cold comfort” " letter addressed to each Selling Holder Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the WAXS's financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration Section 2 or Piggyback Registration 3 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders Holders, subject to Section 4 hereof, prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each national securities exchange and United States inter-dealer quotation system on which the Class A Common Stock a class of MSCI common equity securities of WAXS is then listed;, with expenses in connection therewith to be paid in accordance with Section 4 hereof; and
(h) to the extent reasonably requested by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersunderwriters with expenses therewith to be paid in accordance with Section 4 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (World Access Inc /New/)
Registration and Qualification. If and whenever MSCI the Company is required to effect a Demand Registration the registration of any Eligible Securities under the Securities Act as provided in Articles III, IV or a Piggyback RegistrationV, MSCI shall as promptly as practicablethe Company will:
(a) prepare, file and use its commercially reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to regarding the Registrable Eligible Securities to be offered;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and take such other actions as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Eligible Securities registered on such registration statement (1) in the case of a Shelf Registration Statement filed pursuant to Article III, until the end of the Initial Shelf Effectiveness Period, and (2) in the case of a registration statement filed pursuant to Article IV or Article V, until the earlier of (iA) such time as all of such Registrable Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement and or (iiB) (i) the expiration of the 90-day period twelve months after such registration statement becomes effective, or (ii) with respect to a Shelf Registration Statement, such longer time as all of such Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such Shelf Registration Statement up to a maximum of three years from the date the Shelf Registration Statement is declared effective by the SEC; provided, provided that, such 90longer period will only be available (A) to the extent that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis and (B) if applicable rules under the Securities Act governing the obligation to file a post-day period shall be extended for such number effective amendment permit, in lieu of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to filing a post-effective amendment which (y) includes any prospectus required by Section 10(a) of the date on which MSCI delivers Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, (i) the incorporation by reference in the Shelf Registration Statement of the information required to be included in (y) and (z) above from periodic reports filed pursuant to Section 12 or 15(d) of the Holders Exchange Act, or (ii) the use of Registrable a prospectus supplement, filed pursuant to Rule 424 under the Securities Act, containing the supplement or amendment contemplated by paragraph information required to be included in (fy) belowand (z) above;
(c) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Eligible Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary supplemental prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its commercially reasonable best efforts to register or qualify all Registrable Eligible Securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as the Selling Holders of such Registrable Securities or any underwriter to of such Registrable Eligible Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable reasonably requested by the Selling Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable the Eligible Securities covered by such registration statement; provided, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any jurisdiction where it is not then subject to taxation, or to consent to general service of process in any such jurisdictionjurisdiction where it is not then subject to service of process;
(e) (i) use its commercially reasonable best efforts to furnish to list the Eligible Securities on each Holder of Registrable Securities included in such registration (eachnational securities exchange on which the Common Stock is then listed, a “Selling Holder”) and to any underwriter if the listing of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing securities is then permitted under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders may reasonably request and, in the case rules of such accountants’ letter, with respect to events subsequent to the date of such financial statementsexchange;
(f) use commercially reasonable efforts to ensure that (i) any 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 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 registration statement, and any supplement to such prospectus (as promptly as practicableamended or supplemented from time to time), 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;
(g) immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration statement filed pursuant to a Demand Registration or Piggyback Registration this Agreement is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such caseand, at the request of the Selling Holders Holders, prepare and furnish to the Selling Holders a reasonable number of as many copies of a supplement to or an amendment of such prospectus as may be necessary the Selling Holders reasonably request so that, as thereafter delivered to the purchasers of such Registrable Eligible Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration on each securities exchange on which the Class A Common Stock of MSCI is then listed;; and
(h) to immediately notify the extent reasonably requested Selling Holders of the issuance by the lead SEC or managing underwriters, send appropriate officers any state securities authority of MSCI any stop order suspending the effectiveness of a registration statement filed pursuant to attend this Agreement or the initiation of any “road shows” scheduled proceedings for that purpose and take every reasonable effort to obtain the withdrawal of any such stop order. The Company may require the Selling Holders to furnish the Company such information regarding the Selling Holders and the proposed method of distribution of their respective Eligible Securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the SEC in connection with any such registration, with all out-of-pocket costs and expense incurred each Selling Holder shall promptly notify the Company of the distribution of such securities. Each Holder agrees that it will respond in writing within ten (10) Business Days to any request by MSCI the Company to provide or such officers in connection with such attendance verify any information regarding that Holder or the Holder’s Eligible Securities that is required to be paid by MSCI; and
(i) so long as included in a registration statement relating to the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Holder’s Eligible Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership the rules and regulations of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersSEC.
Appears in 1 contract
Samples: Registration Rights Agreement (Forest City Enterprises Inc)
Registration and Qualification. If and whenever MSCI the Company is required to use its best efforts to effect a Demand Registration or a Piggyback Registrationthe registration of any Registrable Securities under the Securities Act pursuant to this Agreement, MSCI shall the Company will as promptly as is practicable:
(a) prepareprepare and file with the Commission, file within the time frame set forth in the last of Section 1.2(a) hereof or the first paragraph of Section 1.4 hereof, as applicable, and use its reasonable best efforts to cause to become effective effective, a registration statement under the Securities Act relating to the Registrable Securities to be offeredoffered on such form as Anworth, or if not filed pursuant to Section 1.2 or Section 1.4 hereof, the Company, determines and for which the Company then qualifies;
(b) prepare and file with the SEC Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until (i) in the case of a Registration Statement filed pursuant to Section 1.2 hereof, the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (ii) or the expiration of the ninety (90-day period ) days after such registration statement becomes effective; provided, that, provided that such ninety (90-) day period shall be extended in the case of a registration pursuant to Section 1.2 hereof for such number of days that equals the number of days elapsing from (xA) the date the written notice contemplated by paragraph (fSection 1.7(f) below hereof is given by MSCI the Company to (yB) the date on which MSCI the Company delivers to the Selling Holders of Registrable Securities the supplement or amendment contemplated by paragraph Section 1.7(f) hereof; or (fii) belowin the case of a Registration Statement filed pursuant to Section 1.4 hereof; until the expiration of the time periods set forth therein;
(c) furnish to the Holders of Registrable Securities Anworth and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as the Holders of Registrable Securities Anworth or such underwriter reasonably may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its make every reasonable best efforts effort to register or qualify all Registrable Securities covered by obtain the withdrawal of any order suspending the effectiveness of such registration statement under at the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter to such Registrable Securities shall request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that, MSCI shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified or to consent to general service of process in any such jurisdictionearliest possible moment;
(e) if requested by Anworth, (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in such registration (each, a “Selling Holder”) and to any underwriter of such Registrable Securities Anworth an opinion of counsel for MSCI the Company addressed to each Selling Holder Anworth and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder Anworth a “cold comfort” letter or “special procedures” lever addressed to each Selling Holder Anworth and signed by the independent public accountants who have audited the Company’s financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling Holders Anworth reasonably may reasonably request and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements;
(f) as promptly as practicable, notify the Selling Holders Anworth in writing (i) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration hereunder is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the SEC Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, case (i) or (ii) at the request of the Selling Holders Anworth prepare and furnish to the Selling Holders Anworth a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;
(g) if reasonably requested by the lead or managing underwriters, use its reasonable best efforts to list all such Registrable Securities covered by such registration statement on each securities exchange and inter-dealer quotation system on which a class of common equity securities of the Class A Common Stock of MSCI Company is then listed;, and to pay all fees and expenses in connection therewith; and
(h) to upon the extent reasonably requested transfer of shares by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled Anworth in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated sharesa registration hereunder, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold sought in such denominations as shall be requested by the Selling Holders Anworth or the underwriters.
Appears in 1 contract
Samples: Investor Rights Agreement (Belvedere Trust Mortgage CORP)
Registration and Qualification. If and whenever MSCI the Company is required to use reasonable efforts to effect a Demand Registration the registration of any Eligible Securities or a Piggyback RegistrationOther Securities under the Securities Act as provided in Articles 3 and 4, MSCI shall the Company will as promptly as is practicable:
(a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act relating to regarding the Registrable Eligible Securities or Other Securities to be offered, provided that such reasonable efforts obligation shall not require the Company to yield to an SEC accounting or other comment which it is discussing, resisting or otherwise addressing in good faith and which the Board of Directors of the Company determines that such discussing, resisting or addressing is materially in the best interests of the Company;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Eligible Securities or other Securities until the earlier of (i) such time as all of such Registrable Eligible Securities or Other Securities have been disposed of in accordance with the intended methods of disposition by the Holders set forth in such registration statement and (ii) or the expiration of the 90-day period four (4) months after such registration statement Registration Statement becomes effective; provided, that, such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (f) below is given by MSCI to (y) the date on which MSCI delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (f) below;
(c) furnish to the all Holders of Registrable Securities and to any underwriter (which term for purposes of this Agreement shall include a person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act and any placement agent or sales agent) of such Registrable Eligible Securities or Other Securities one executed copy each and such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as the Holders of Registrable Securities any Holder or such underwriter may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;
(d) use its reasonable best efforts to register or qualify all Registrable Eligible Securities or Other Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities any Holder or any underwriter to of such Registrable Eligible Securities shall reasonably request, and use its reasonable best efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities any Holder or any such underwriter to consummate the disposition in such jurisdictions of its Registrable the Eligible Securities or Other Securities covered by such registration statement; provided, that, MSCI except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;
(e) promptly notify the selling Holders of Eligible Securities or Other Securities and the managing underwriter or underwriters, if any, thereof and confirm such advice in writing, (i) use its reasonable best efforts to furnish to each Holder of Registrable Securities included in when such registration (eachstatement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, a “Selling Holder”) and to any underwriter of such Registrable Securities an opinion of counsel for MSCI addressed to each Selling Holder and dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwrittenand, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish to each Selling Holder a “cold comfort” letter addressed to each Selling Holder and signed by the independent public accountants who have audited the financial statements of MSCI included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any comments by the SEC and by the securities commissioner or regulator of any state with respect thereto or any request by the SEC for amendments or supplements to such registration statement or prospectus included thereinor for additional information, (iii) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings the issuance by the SEC of securities and such other matters as any stop order suspending the Selling Holders may reasonably request and, in the case effectiveness of such accountants’ letterregistration statement or the initiation or threatening of any proceedings for that purpose, (iv) if at any time the representations and warranties of the Company contemplated by Section 5.1(h) or Section 5.2(b) hereof cease to be true and correct in all material respects, (v) of the receipt by the Company of any notification with respect to events subsequent to the date suspension of the qualification of the Eligible Securities or Other Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such financial statements;
purpose, or (f) as promptly as practicable, notify the Selling Holders in writing (ivi) at any time when a prospectus relating to a registration pursuant to a Demand Registration or Piggyback Registration is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in Act, that such registration statement, as then prospectus, prospectus amendment or supplement or post-effective amendment, or any document incorporated by reference in effectany of the foregoing, includes contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading, and then existing;
(iif) use its reasonable efforts to obtain the withdrawal of any request by order suspending the SEC or any other regulatory body or other body having jurisdiction for any amendment effectiveness of or supplement to any such registration statement or other document relating to such offering, and in either such case, any post-effective amendment thereto at the request earliest practicable date, provided that such reasonable efforts obligation shall not require the Company to yield to a material SEC accounting or other comment which it is discussing, resisting or otherwise addressing in good faith and which the Board of Directors of the Selling Holders prepare and furnish to Company determines that such discussing, resisting or addressing is materially in the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light best interests of the circumstances under which they are made, not misleadingCompany;
(g) use its reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect such registration or the offering or sale in connection therewith or to enable the Holders to offer, or to consummate the disposition of, the Eligible Securities or Other Securities, provided that such reasonable-efforts obligation shall not require the Company to yield to a material accounting or other comment issued by such governmental agency or authority which it is discussing, resisting or otherwise addressing in good faith and which the Board of Directors of the Company determines that such discussing, resisting or addressing is materially in the best interests of the Company;
(h) whether or not an agreement of the type referred to in Section 5.2 hereof is entered into and whether or not any portion of the offering contemplated by such registration statement is an underwritten offering or is made through a placement or sales agent or any other entity, (i) make such representations and warranties to the Holders and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of common stock or other equity securities pursuant to any appropriate agreement and/or to a registration statement filed on the form applicable to such registration; (ii) obtain opinions of counsel to the Company in customary form and covering such matters, of the type customarily covered by such opinions, as the underwriters, if any, and as the Holders may reasonably request; (iii) obtain a "cold comfort" letter or letters from the independent certified public accountants of the Company addressed to the Holders and the underwriters, if any, thereof, dated (A) the effective date of such registration statement and (B) the date of the closing under the underwriting agreement relating thereto, such letter or letters to be in customary form and covering such matters of the type customarily covered, from time to time, by letters of such type and such other financial matters as the managing underwriters, if any, and as the Holders may reasonably request; (iv) deliver such documents and certificates, including officers' certificates, as may be reasonably requested by the lead Holders and the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (i) above and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company; and (v) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Article 7 hereof; and
(i) use its reasonable best efforts to list all prior to the effective date of such Registrable registration statement, subject to notice of issuance, the Eligible Securities or Other Securities covered by such registration statement on each any securities exchange on which securities of the Class A Common Stock same class are then listed or, if such class is not then so listed, to have the Eligible Securities or Other Securities accepted for quotation for trading on the Nasdaq National Market System (or a comparable interdealer quotation system then in effect). The Company may require any Holder to furnish the Company such information regarding such Holder and the distribution of MSCI is then listed;
(h) such securities as the Company may from time to the extent time reasonably requested request in writing and as shall be required by law or by the lead or managing underwriters, send appropriate officers of MSCI to attend any “road shows” scheduled SEC in connection with any such registration, with all out-of-pocket costs and expense incurred by MSCI or such officers in connection with such attendance to be paid by MSCI; and
(i) so long as the board of directors of MSCI shall not have provided by resolution or resolutions that all or some of all classes or series of the stock of MSCI shall be represented by uncertificated shares, furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a Demand Registration or Piggyback Registration unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.
Appears in 1 contract
