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Common use of Registration and Qualifications Clause in Contracts

Registration and Qualifications. If and whenever Parent is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3 hereof, Parent shall: (a) prepare and file a registration statement under the Securities Act relating to the Registrable Securities to be offered 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 reasonable 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 for 90 days (or, in the case of an underwritten offering, such shorter time period as the underwriters may require); (c) furnish to the Representative 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 other documents, as the Representative or such underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, 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 may be necessary to offer and sell the Registrable Securities in those jurisdictions, and use its reasonable best efforts to obtain all appropriate registration, 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 or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided that Parent shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any jurisdiction wherein 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; (i) use its reasonable best efforts to furnish an opinion of counsel for Parent addressed to the underwriters and the Representatives 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 a letter addressed to the Representative, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited Parent's 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 Representative may reasonably request and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements; (f) immediately notify each Holder of Registrable Securities included in such registration (each a "Selling Holder") in writing (i) at any time when a prospectus relating to a registration pursuant to Section 2 or 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 any 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 in respect of any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case (i) or (ii) at the request of the Representative, prepare and furnish to the Representative 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) furnish unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Representative or the underwriters; and (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC relating to the registration and distribution of the Registrable Securities, and take all other reasonable steps necessary and appropriate to effect all registrations in the manner contemplated by this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Proffitts Inc)

Registration and Qualifications. If and whenever Parent the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3 hereof, Parent the Company shall: (a) prepare and file a registration statement under the Securities Act relating to the Registrable Securities to be offered as soon as practicable, but in no event later than 30 days (45 days if the applicable registration form is other than Form S-3S-3 or a successor form thereto) after the date notice is given, and use its reasonable 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-3S-3 or a successor form thereto); (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 for 90 days (or, in the case of an underwritten offering, such shorter time period as the underwriters may require); (c) furnish to the Representative Holders 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 other documents, as the Representative Holders or such underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, 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 may be necessary to offer and sell the Registrable Securities in those jurisdictions, and use its reasonable best efforts to obtain all appropriate registration, 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 or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided that Parent the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any jurisdiction wherein 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; (i) use its reasonable best efforts to furnish an opinion of counsel for Parent the Company addressed to the underwriters and the Representatives Holders 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 a letter addressed to the RepresentativeHolders, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited Parentthe Company's 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 Representative 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) immediately notify each Holder of Registrable Securities included in such registration (each a "Selling Holder") in writing (i) at any time when a prospectus relating to a registration pursuant to Section 2 or 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 any 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 in respect of any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case (i) or (ii) at the request of the Representative, Holders prepare and furnish to the Representative 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) furnish unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Representative Holders or the underwriters; and (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC relating to the registration and distribution of the Registrable Securities, and take all other reasonable steps necessary and appropriate to effect all registrations in the manner contemplated by this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Realmed Corp)

Registration and Qualifications. If and whenever Parent the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3 hereof, Parent the Company, subject to Section 4 hereof, shall: (a) prepare and file a registration statement under the Securities Act relating to the Registrable Securities to be offered as soon as practicable, but in no event later than 30 45 days (45 60 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 within 60 90 days after the date notice is given (90 120 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 for 90 60 days (or, in the case of an underwritten offering, such shorter time period as the underwriters may require); (c) furnish to the Representative Holders 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 other documents, as the Representative Holders or such underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, 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 may be necessary to offer and sell the Holders or any underwriter of such Registrable Securities in those jurisdictionsshall request, and use its reasonable best efforts to obtain all appropriate registration, 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 or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided that Parent the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any jurisdiction wherein 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; (i) use its reasonable best efforts to furnish an opinion of counsel for Parent the Company addressed to the underwriters and the Representatives each Holder of Registrable Securities included in such registration (each a "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 a "cold comfort" letter addressed to the Representativeeach Selling Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited Parentthe Company's 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 Representative Selling Holders may reasonably request and, in the case of such accountants' letter, with respect t to events subsequent to the date of such financial statements; (f) immediately notify each Holder of Registrable Securities included in such registration (each a "the Selling Holder") Holders in writing (i) at any time when a prospectus relating to a registration pursuant to Section 2 or 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 any 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 in respect of for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case (i) or (ii) at the request of the RepresentativeSelling Holders, subject to Section 4 hereof, prepare and furnish to the Representative 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 there in or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; (g) use its 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 Company is then listed, with expenses in connection therewith (not including any future periodic assessments or fees for such additional listing) to be paid in accordance with Section 4 hereof; and (h) furnish unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Representative Selling Holders or the underwriters; and (h) otherwise use its reasonable best efforts underwriters with expenses therewith to comply be paid in accordance with all applicable rules and regulations of the SEC relating to the registration and distribution of the Registrable Securities, and take all other reasonable steps necessary and appropriate to effect all registrations in the manner contemplated by this AgreementSection 4 hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (American States Financial Corp)

Registration and Qualifications. If and whenever Parent the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3 hereof, Parent the Company, subject to Section 4 hereof, shall: (a) prepare Prepare and file a registration statement under the Securities Act relating to the Registrable Securities to be offered as soon as practicable, but in no event later than 30 forty-five days (45 sixty 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 within 60 ninety days after the date notice is given (90 one hundred twenty days if the applicable registration form is other than Form S-3);. (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 for 90 sixty days (or, in the case of an underwritten offering, such shorter time period as the underwriters may require);. (c) furnish to the Representative Holders 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 other documents, as the Representative Holders or such underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, 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 may be necessary to offer and sell the Holders or any underwriter of such Registrable Securities in those jurisdictionsshall request, and use its reasonable best efforts to obtain all appropriate registration, 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 or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided that Parent the Company shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any jurisdiction wherein 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;. (i) use Use its reasonable best efforts to furnish an opinion of counsel for Parent the Company addressed to the underwriters and the Representatives each Holder of Registrable Securities included in such registration (each a "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 a "cold comfort" letter addressed to the Representativeeach Selling Holder, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited Parentthe Company's 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 Representative 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) immediately notify each Holder of Registrable Securities included in such registration (each a "the Selling Holder") Holders in writing (i) at any time when a prospectus relating to a registration pursuant to Section 2 or 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 any 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 in respect of for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case (i) or (ii) at the request of the RepresentativeSelling Holders, subject to Section 4 hereof, prepare and furnish to the Representative Selling Holders a reasonable number of copies of a supplement to or an amendment amndement 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 there in or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; (g) furnish unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Representative or the underwriters; and (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC relating to the registration and distribution of the Registrable Securities, and take all other reasonable steps necessary and appropriate to effect all registrations in the manner contemplated by this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Symons International Group Inc)

Registration and Qualifications. If and whenever Parent is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or 3 hereof, Parent shall: : (a) prepare and file a registration statement under the Securities Act relating to the Registrable Securities to be offered 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 reasonable 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 for 90 days (or, in the case of an underwritten offering, such shorter time period as the underwriters may require); ; (c) furnish to the Representative 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 other documents, as the Representative or such underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, 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 may be necessary to offer and sell the Registrable Securities in those jurisdictions, and use its reasonable best efforts to obtain all appropriate registration, 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 or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided that Parent shall not for any such purpose be required to register or qualify generally to do business as a foreign corporation in any jurisdiction wherein 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; ; (i) use its reasonable best efforts to furnish an opinion of counsel for Parent addressed to the underwriters and the Representatives 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 statemente), and (ii) use its reasonable best efforts to furnish a letter addressed to the Representative, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited Parent's 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 Representative may reasonably request and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements; (f) immediately notify each Holder of Registrable Securities included in such registration (each a "Selling Holder") in writing (i) at any time when a prospectus relating to a registration pursuant to Section 2 or 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 any 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 in respect of any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case (i) or (ii) at the request of the Representative, prepare and furnish to the Representative 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) furnish unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Representative or the underwriters; and (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC relating to the registration and distribution of the Registrable Securities, and take all other reasonable steps necessary and appropriate to effect all registrations in the manner contemplated by this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Saks Holdings Inc)