Registration Covenants of the Company. In the event that any Registration Shares are to be registered pursuant to Section 7.01 or 7.02, the Company covenants and agrees that it shall use its best efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered and shall as expeditiously as possible: (i) (A) within 90 days prepare and file with the SEC a registration statement with respect to the Registration Shares (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENT") and (B) use its best efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time; (ii) prior to the filing described in clause (i), furnish to each Participating Holder copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder); (iii) notify each Participating Holder, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed; (iv) notify each Participating Holder promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional information; (v) advise each Participating Holder after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (B) promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued; (A) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for a period of time necessary to permit each Participating Holder to dispose of all its Registration Shares and (B) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder set forth in the Registration Statement; (vii) furnish to each Participating Holder such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any preliminary prospectus) and such other documents as such Participating Holder may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating Holder; (viii) use its best efforts to register or qualify such Registration Shares under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder to consummate the disposition in such jurisdictions of the Registration Shares; (ix) notify each Participating Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating Holder, prepare a supplement or amendment to the Registration Statement so that the Registration Statement shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (x) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQ; (xi) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares not later than the effective date of the Registration Statement; (xii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares; (A) make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder or any such underwriter all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such underwriter, attorney, accountant or agent in connection with the Registration Statement; (xiv) use its best efforts to cause the Registration Shares covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable each Participating Holder to consummate the disposition of such Registration Shares; and (xv) obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as each Participating Holder may reasonably request.
Appears in 1 contract
Registration Covenants of the Company. In the event that If any Registration Shares Registrable Securities of any Holder are to be registered pursuant to Section 7.01 2 or 7.02Section 3, the Company covenants and agrees that it shall use its best efforts to effect the registration and cooperate in the sale of the Registration Shares Registrable Securities to be registered and shall as expeditiously as possible:
(i) (A) within 90 days prepare and file with the SEC a registration statement with respect to the Registration Shares Registrable Securities (as well as any necessary including all amendments or and supplements thereto) (, a "REGISTRATION STATEMENTRegistration Statement") and (Bii) use its best efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;
(iib) prior to the filing described above in clause paragraph (ia), furnish to each Participating Holder participating in such offering copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in representing the Registration Statement which relates to such Participating Holder)Holders;
(iiic) notify each Participating such Holder, promptly after the Company shall receive receiving notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(ivd) notify each Participating Holder participating in such offering promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional information;
(ve) (i) advise each Participating Holder participating in such offering after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (Bii) promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(Ai) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for a period of time necessary to permit each Participating Holder participating in such offering to dispose of all its Registration Shares Registrable Securities and (Bii) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares Registrable Securities covered by the Registration Statement during such period in accordance with the intended methods of disposition by each such Participating Holder set forth in the Registration Statement;
(viig) furnish to each Participating Holder participating in such offering such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any such preliminary prospectus) and such other documents as such Participating Holder may reasonably request in order to facilitate the disposition of the Registration Shares Registrable Securities owned by such Participating Holder;
(viiih) use its best efforts to register or qualify such Registration Shares Registrable Securities under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating Holder the Holders participating in the offering and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder to consummate the disposition in such jurisdictions of the Registration SharesRegistrable Securities (provided, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction in which it would not otherwise be required to qualify but for this paragraph (h), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ixi) notify each Participating HolderHolder of any Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of promptly upon the happening of any event Company's becoming aware that the prospectus included in such Registration Statement, as a result of which the Registration Statement would contain then in effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, at the request and within 10 days of such Participating Holdernotice, prepare file a supplement to such prospectus with the SEC (unless the Company is exercising the Black Out Right as set forth below, in which case such filing shall take place within 50 days of such notice);
(j) If the Board of Directors of the Company in its reasonable judgment believes it may possess material non-public information the disclosure of which in its reasonable judgment would have a material adverse effect on the Company and its subsidiaries taken as a whole, then no later than 50 days after first receipt of a Holder's request (a "Black Out Right"), the Company shall prepare and furnish to such Holders a reasonable number of copies of an amended or amendment supplemental prospectus as may be necessary so that, as thereafter delivered to the Registration Statement so that the Registration Statement sellers of such Registrable Securities, such prospectus shall not, to the Company's knowledge, contain not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; provided, however, that the Company, during any 12-month period, may not impose more than two Black Out Rights and the period of such Black Out Rights shall not exceed 50 days in the aggregate;
(xk) if the Registration Shares Registrable Securities are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQand if the NASD is reasonably likely to permit the reporting of the Registrable Securities on the Nasdaq National Market (the "NNM"), use its best efforts efforts, consistent with the then current corporate structure of the Company, to facilitate the listing reporting of transactions in the Registration Shares Registrable Securities on a securities exchange or NASDAQthe NNM;
(xil) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of the Registration Statement;
(xiim) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder the Holders participating in such offering or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration SharesRegistrable Securities pursuant to this Agreement;
(Ai) make available for inspection by each Participating Holderthe Holders participating in such offering, any underwriter participating in any disposition distribution pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (Bii) cause the Company's officers, directors and employees to supply all relevant information reasonably requested by such Participating Holder Holders or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xivo) furnish to each Holder participating in the offering a signed counterpart, addressed to the Holders (or to the underwriters, in the case of any underwritten offering), of (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in the Registration Statement, covering substantially the same matters with respect to the Registration Statement (and the prospectus included therein) and (in the case of the "comfort" letter), as are customarily covered (at the time of such registration) in opinions of issuer's counsel and in "comfort" letters, respectively, delivered to the underwriters in underwritten public offerings of securities;
(p) cause senior representatives of the Company to participate in any "road show" or "road shows" reasonably requested by any underwriter of an underwritten or "best efforts" offering of any Registrable Securities;
(q) notify each Holder of any Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, promptly upon the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an 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 not misleading in the light of the circumstances then existing, and at the request of any such Holder, prepare and furnish to such Holder a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers 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 not misleading in the light of the circumstances then existing; and
(r) use its best efforts to cause the Registration Shares covered by the Registration Statement to be registered comply with or approved by such other Governmental Authorities as may be necessary to enable each Participating Holder to consummate the disposition of such Registration Shares; and
(xv) obtain a comfort letter or letters from the Company's independent public accountants in customary form all applicable rules and covering such matters regulations of the type customarily covered by comfort letters as each Participating Holder may reasonably requestSEC.
Appears in 1 contract
Registration Covenants of the Company. In the event that any Registration Shares are to be registered pursuant to Section 7.01 2.1 or 7.022.2, the Company covenants and agrees that it shall use its best efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered and shall as expeditiously as possible:
(a) (i) (A) within 90 60 days prepare and file with the SEC a registration statement with respect to the Registration Shares (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") and (Bii) use its best efforts to cause the Registration Statement to become effective; PROVIDEDprovided, HOWEVERhowever, that the Company may extend such 90 60 day period for not more than an additional 90 60 days if (IA) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (IIB) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;
(iib) prior to the filing described in clause (ia), furnish to each Participating the Holder copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel for each Participating the Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating the Holder);
(iiic) notify each Participating the Holder, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(ivd) notify each Participating the Holder promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional information;
(ve) advise each Participating the Holder after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (B) promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(Af) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for a period of time necessary to permit each Participating the Holder to dispose of all its Registration Shares and (B) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating the Holder set forth in the Registration Statement;
(viig) furnish to each Participating the Holder such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any preliminary prospectus) and such other documents as such Participating the Holder may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating the Holder;
(viiih) use its best efforts to register or qualify such Registration Shares under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating the Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating the Holder to consummate the disposition in such jurisdictions of the Registration Shares;
(ixi) notify each Participating the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating the Holder, prepare a supplement or amendment to the Registration Statement so that the Registration Statement shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(xj) if the Registration Shares are securities of a class then listed on a securities exchange exchange, NASDAQ or NASDAQquoted on the OTC Bulletin Board, cause the Registration Shares to be so listedlisted or quoted; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQNASDAQ or quoted on the OTC Bulletin Board, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQNASDAQ or the quotation of the Registration Shares on the OTC Bulletin Board;
(xik) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares not later than the effective date of the Registration Statement;
(xiil) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating the Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(Am) make available for inspection by each Participating the Holder, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating the Holder or any such underwriter all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating the Holder and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating the Holder or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xivn) use its best efforts to cause the Registration Shares covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable each Participating the Holder to consummate the disposition of such Registration Shares; and
(xvo) obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as each Participating the Holder may reasonably request.
Appears in 1 contract
Registration Covenants of the Company. In the event that any Registration Shares of a Registration Party are to be registered pursuant to Section 7.01 6.1 or 7.026.3, the Company covenants and agrees that it shall use its reasonable best efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered and shall as expeditiously as possible:
(i) (A) within 90 days prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the Registration Shares (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") and (Bii) use its reasonable best efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;
(iib) prior to the filing described in clause (iSection 6.11(a), furnish to the Demanding Party and each Participating Holder Piggybacking Party copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel for the Demanding Party and each Participating Holder Piggybacking Party (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holderparty);
(iiic) notify the Demanding Party and each Participating HolderPiggybacking Party, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(ivd) notify the Demanding Party and each Participating Holder Piggybacking Party promptly of any request by the SEC Securities and Exchange Commission for the amending or supplementing of the Registration Statement or prospectus or for additional information;
(ve) (i) advise the Demanding Party and each Participating Holder Piggybacking Party after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC Securities and Exchange Commission suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (Bii) promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(Ai) prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for the lesser of (A) a period of time necessary to permit each Participating Holder Registration Party to dispose of all its Registration Shares and (B) 60 days and (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder the Registration Parties set forth in the Registration Statement;
(viig) furnish to each Participating Holder Registration Party such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any each preliminary prospectus) and such other documents as such Participating Holder party may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating Holderparty;
(viiih) use its reasonable best efforts to register or qualify such Registration Shares under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company Company, the Demanding Party and each Participating Holder Piggybacking Party and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder the Registration Parties to consummate the disposition in such jurisdictions of the Registration SharesShares (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction in which it would not otherwise be required to qualify but for this Section 6.11(h), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ixi) notify the Demanding Party and each Participating HolderPiggybacking Party, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating Holderthe Demanding Party or a Piggybacking Party, prepare a supplement or amendment to the Registration Statement so that the Registration Statement shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(x) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQ;
(xij) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares not later than the effective date of the Registration Statement;
(xiik) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder the Demanding Party, a Piggybacking Party or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration SharesShares pursuant to this Article VI;
(Ai) make available for inspection by the Demanding Party, each Participating HolderPiggybacking Party, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder the Demanding Party, a Piggybacking Party or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (Bii) cause the Company's officers, directors and employees to supply all relevant information reasonably requested by such Participating Holder the Demanding Party, a Piggybacking Party or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xivm) use its reasonable best efforts to cause the Registration Shares covered by the Registration Statement to be registered with or approved by such other Governmental Authorities governmental authorities as may be necessary to enable each Participating Holder the Registration Parties to consummate the disposition of such Registration Shares; and;
(xvn) obtain a comfort letter or letters from cause the Company's independent public accountants to provide a comfort letter in customary form and covering such matters of the type customarily covered by comfort letters as each Participating Holder may reasonably requestletters; and
(o) use its reasonable best efforts to conduct a customary road show for any underwritten demand offering.
Appears in 1 contract
Samples: Shareholders Agreement (Springs Co)
Registration Covenants of the Company. In the event that any Registration Common Shares are to be registered pursuant to Section 7.01 1 or 7.02Section 2 of this Agreement, the Company covenants and agrees that it shall the Company will use its best all reasonable efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered and shall as expeditiously as possiblewill:
(ia) promptly (Awithin sixty (60) within 90 days calendar days) prepare and file with the SEC Securities and Exchange Commission (the "Commission") a registration statement with respect to the Registration Shares (as well as and promptly file any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") which Registration Statement will state that the holders of Registration Shares covered thereby may sell such Registration Shares either under such Registration Statement or pursuant to Rule 144 (or any similar rule then in effect), and (B) use its best all reasonable efforts to cause the such Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that timeeffective as soon as is reasonably practicable;
(iib) prior furnish to the filing described in clause (i), furnish to each Participating Holder Shareholders copies of the such Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereofthereof prior to filing, which documents shall will be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder)Shareholders;
(iiic) notify each Participating Holderthe Shareholders, promptly after the Company shall receive notice thereof, of the time when the said Registration Statement becomes effective or when any amendment or supplement or to any prospectus forming a part of the said Registration Statement has been filed;
(ivd) notify each Participating Holder the Shareholders, promptly of any request by the SEC Commission for the amending or supplementing of the such Registration Statement or prospectus or for additional information;
(ve) advise each Participating Holder the Shareholders after the Company shall receive notice or otherwise obtain knowledge thereof of the issuance of any order by the SEC Commission suspending the effectiveness of the any such Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose purpose, and (B) promptly use its best all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a such stop order should be issued;
(Af) prepare and file with the SEC Commission such amendments and supplements to the such Registration Statement and the prospectus forming a part thereof as may be necessary to keep the such Registration Statement effective for the lesser of: (i) a period of time necessary to permit each Participating Holder complete the public distribution of such Registration Shares; (ii) six (6) months; or (iii) the maximum period of time permitted by law to dispose of all its Registration Shares keep effective a registration statement, and (B) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares securities covered by the such Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder the Shareholders set forth in the such Registration Statement;
(viig) furnish to each Participating Holder the Shareholders such number of copies of the such Registration Statement, each amendment and supplement thereto, the prospectus included in the such Registration Statement (including any each preliminary prospectus) and such other documents as such Participating Holder the Shareholders may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating Holderthe Shareholders;
(viiih) use its best all reasonable efforts to register or qualify such Registration Shares under such other securities or "blue sky sky" laws of such jurisdictions as determined by the underwriters underwriter after consultation with the Company and each Participating Holder the Shareholders and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder the Shareholders to consummate the disposition in such jurisdictions of the Registration Shares;
(ixi) notify each Participating Holder, the Shareholders at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the such Registration Statement would contain contains an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating Holderthe Shareholders, prepare a supplement or amendment to the such Registration Statement so that the such Registration Statement shall not, to the Company's knowledge, will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(xj) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the all Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a each securities exchange or NASDAQ, use its best efforts to facilitate on which similar securities issued by the listing of the Registration Shares on a securities exchange or NASDAQCompany are then listed;
(xik) provide a transfer agent and registrar, which may be a single entity, registrar for all the such Registration Shares not later than the effective date of the such Registration Statement;
(xiil) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actionactions as the Shareholders or the underwriters, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(Am) make available for inspection by each Participating Holderthe Shareholders, any underwriter participating in any disposition pursuant to the such Registration Statement Statement, and any attorney, accountant or other agent retained by the Shareholders or such Participating Holder or any such underwriter underwriter, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder Company, and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such the Shareholders, underwriter, attorney, accountant or agent in connection with the such Registration Statement;
(xivn) use its best all reasonable efforts to cause the Registration Shares covered by the such Registration Statement to be registered with or approved by such other Governmental Authorities governmental agencies or authorities as may be necessary to enable each Participating Holder the Shareholders to consummate the disposition of such Registration Shares; and
(xvo) obtain a cold comfort letter or letters from the Company's independent public accountants and an opinion of counsel in customary form and covering such matters of the type customarily covered by comfort letters such documents as each Participating Holder the Shareholders may reasonably request.
Appears in 1 contract
Registration Covenants of the Company. In the event that any Registration Shares are to be registered pursuant to Section 7.01 2.1 or 7.022.2, the Company covenants and agrees that it shall use its best efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered and shall as expeditiously as possible:
(i) (A) within 90 60 days prepare and file with the SEC a registration statement with respect to the Registration Shares (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") and (Bii) use its best efforts to cause the Registration Statement to become effective; PROVIDEDprovided, HOWEVERhowever, that the Company may extend such 90 60 day period for not more than an additional 90 60 days if (IA) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (IIB) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;
(iib) prior to the filing described in clause (ia), furnish to each Participating the Holder copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel for each Participating the Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating the Holder);
(iiic) notify each Participating the Holder, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(ivd) notify each Participating the Holder promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional information;
(ve) advise each Participating the Holder after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (B) promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(Af) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for a period of time necessary to permit each Participating the Holder to dispose of all its Registration Shares and (B) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating the Holder set forth in the Registration Statement;
(viig) furnish to each Participating the Holder such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any preliminary prospectus) and such other documents as such Participating the Holder may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating the Holder;
(viiih) use its best efforts to register or qualify such Registration Shares under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating the Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating the Holder to consummate the disposition in such jurisdictions of the Registration Shares;
(ixi) notify each Participating the Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating the Holder, prepare a supplement or amendment to the Registration Statement so that the Registration Statement shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(xj) if the Registration Shares are securities of a class then listed on a securities exchange exchange, NASDAQ or NASDAQquoted on the OTC Bulletin Board, cause the Registration Shares to be so listedlisted or quoted; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQNASDAQ or quoted on the OTC Bulletin Board, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQNASDAQ or the quotation of the Registration Shares on the OTC Bulletin Board;
(xik) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares not later than the effective date of the Registration Statement;
(xiil) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating the Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(Am) make available for inspection by each Participating the Holder, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating the Holder or any such underwriter all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating the Holder and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating the Holder or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xivn) use its best efforts to cause the Registration Shares covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable each Participating the Holder to consummate the disposition of such Registration Shares; and
(xvo) obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as each Participating the Holder may reasonably request.
Appears in 1 contract
Registration Covenants of the Company. In Subject to Section ------------------------------------- 9.14 of this Agreement, in the event that any Registration Shares Registrable Securities of any Participating Persons are to be registered pursuant to Section 7.01 9.1 or 7.029.2, the Company covenants and agrees that it shall use its best efforts to effect the registration and cooperate in the sale of the Registration Shares Registrable Securities to be registered and shall as expeditiously as possible:
(i) (A) within 90 days prepare and file with the SEC Commission a registration statement with respect to the Registration Shares Registrable Securities (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") and (Bii) use its best efforts to cause the Registration Statement to become effective; PROVIDEDprovided, HOWEVERhowever, that the Company may extend such 90 day period for determine not more than an additional 90 days if (I) such delay would relieve to register the Company of the obligation to include any interim financial statements Securities as set forth in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that timeSection 9.2(a);
(iib) prior to the filing described above in clause (iSection 9.8(a), furnish to each all Participating Holder Persons with copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject and permit all Participating Persons to participate through one counsel (the review of counsel for each "Participating Holder (but not approval of such counsel except with respect to any statement Counsel") in the Registration Statement which relates preparation thereof and to request, through the Participating Counsel, the insertion therein of specified information, such Participating Holder)request not to be unreasonably denied;
(iiic) notify each all Participating HolderPersons, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the effective Registration Statement has been filed;
(ivd) notify each the Participating Holder Counsel promptly of any request by the SEC Commission for the amending or supplementing of the Registration Statement or prospectus or for additional informationinformation and promptly deliver to the Participating Counsel copies of any comments received from the Commission;
(vi) advise each all Participating Holder Persons after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC Commission suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that such purpose and (Bii) promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(Ai) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the each prospectus forming a part thereof as may be necessary to keep the Registration Statement continuously effective for a such period of time necessary to permit each (which in no event shall exceed six months) as the Participating Holder to dispose of all its Registration Shares Persons shall reasonably request and (Bii) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares Registrable Securities covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder Persons set forth in the Registration Statement;
(viig) furnish to each all Participating Holder Persons such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any each preliminary prospectus) and such other documents as such Participating Holder Persons may reasonably request in order to facilitate the disposition pursuant to such documents of the Registration Shares Registrable Securities owned by such Participating HolderPersons;
(viiih) use its best efforts to register or qualify such Registration Shares Registrable Securities under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each the Participating Holder Persons and do any and all other acts and things which may be reasonably necessary or advisable to enable each such Participating Holder Persons to consummate the disposition in such jurisdictions of the Registration SharesRegistrable Securities, provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction in which it would not otherwise be required to qualify but for this Section 9.8(h), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service or process in any such jurisdiction;
(ixi) notify each all Participating HolderPersons, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the Company's becoming aware of the happening of any event as a result of which the Registration Statement as then in effect would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such the Participating HolderPersons, prepare a supplement or amendment to the Registration Statement so that the Registration Statement which shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(xj) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class Common Stock is not then listed on a securities exchange or NASDAQexchange, use its best efforts efforts, consistent with the then-current corporate structure of the Company, to facilitate the listing of the Registration Shares Common Stock on a securities stock exchange or the reporting of the Common Stock on NASDAQ, if the listing of such securities is then permitted under the rules of such exchange;
(xik) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares Registrable Securities not later than the effective date of the Registration Statement;
(xiil) in connection with an underwritten offering, enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each the Participating Holder Persons or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration SharesRegistrable Securities pursuant to this Article IX;
(Ai) make available for inspection by each the Participating HolderPersons, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such the Participating Holder Persons or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (Bii) cause the Company's officers, directors and employees to supply all relevant information reasonably requested by such Participating Holder Persons or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;.
(xivn) use its best efforts to cause the Registration Shares Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authorities governmental authorities as may my be necessary to enable each all Participating Holder Persons to consummate the disposition of such Registration Shares; andRegistrable Securities;
(xvo) obtain a comfort letter or letters from cause the Company's independent public accountants to provide to the underwriters, if any, and the selling holders, if permissible, a comfort letter in customary form and covering such matters of the type customarily covered by comfort letters as each Participating Holder may reasonably requestletters; and
(p) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter in an underwritten offering.
Appears in 1 contract
Samples: Stock Subscription Agreement (Specialty Products & Insulation Co)
Registration Covenants of the Company. In the event that If any Registration Shares Registrable Securities of any Holder are to be registered pursuant to Section 7.01 2 or 7.02Section 3, the Company covenants and agrees that it shall use its best reasonable commercial efforts to effect the registration and cooperate in the sale of the Registration Shares Registrable Securities to be registered and shall as expeditiously as possible:
(i) (A) within 90 days prepare and file with the SEC a registration statement with respect to the Registration Shares Registrable Securities (as well as any necessary including all amendments or and supplements thereto) (, a "REGISTRATION STATEMENTRegistration Statement") and (Bii) use its best reasonable commercial efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;
(iib) prior to the filing described above in clause paragraph (ia), furnish to each Participating Holder participating in such offering copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in representing the Registration Statement which relates to such Participating Holder)Holders;
(iiic) notify each Participating such Holder, promptly after the Company shall receive receiving notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(ivd) notify each Participating Holder participating in such offering promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional information;
(ve) (i) advise each Participating Holder participating in such offering after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (Bii) promptly use its best reasonable commercial efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(Ai) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for a period of time necessary to permit each Participating Holder participating in such offering to dispose of all its Registration Shares Registrable Securities and (Bii) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares Registrable Securities covered by the Registration Statement during such period in accordance with the intended methods of disposition by each such Participating Holder set forth in the Registration Statement;
(viig) furnish to each Participating Holder participating in such offering such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any such preliminary prospectus) and such other documents as such Participating Holder may reasonably request in order to facilitate the disposition of the Registration Shares Registrable Securities owned by such Participating Holder;
(viiih) use its best reasonable commercial efforts to register or qualify such Registration Shares Registrable Securities under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating Holder the Holders participating in the offering and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder to consummate the disposition in such jurisdictions of the Registration SharesRegistrable Securities (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction in which it would not otherwise be required to qualify but for this paragraph (h), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ixi) notify each Participating HolderHolder of any Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of promptly upon the happening of any event Company's becoming aware that the prospectus included in such registration statement, as a result of which the Registration Statement would contain then in effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, at as promptly as possible (but in no event later than three days) or in the request case where the untrue statement or omission referred to in this Section 4(i) is in the event of or is related to a pending financing, acquisition, corporate reorganization or any other material corporate development of the Company (or would require premature disclosure thereof), if the Board of Directors of the Company in its reasonable judgment believes it may possess material non-public information the disclosure of which in its reasonable judgment would have a material adverse effect on the Company and its subsidiaries taken as a whole, no later than 50 days after the Company provides the notice required by this Section 4(i) (a "Black Out Right"), prepare and furnish to such Holder a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the sellers of such Participating HolderRegistrable Securities, prepare a supplement or amendment to the Registration Statement so that the Registration Statement such prospectus shall not, to the Company's knowledge, contain not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing; provided, however, that (i) the Company, during any 12-month period, may not impose more than two Black Out Rights, (ii) the period of such Black Out Rights shall not exceed 50 days in the aggregate and (iii) the period of such Black Out Rights plus all Interruption Periods and Suspension Periods (Section 5(c)) may not exceed 90 days in any given twelve month period;
(xj) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing senior representatives of the Registration Shares on a securities exchange Company to participate in any "road show" or NASDAQ"road shows" reasonably requested by any underwriter of an underwritten or "best efforts" offering of any Registrable Securities;
(xik) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares Registrable Securities not later than the effective date of the Registration Statement;
(xiil) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder the Holders participating in such offering or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration SharesRegistrable Securities pursuant to this Agreement;
(Ai) make available for inspection by each Participating Holderthe Holders participating in such offering, any underwriter participating in any disposition distribution pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (Bii) cause the Company's officers, directors and employees to supply all relevant information reasonably requested by such Participating Holder Holders or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xivn) use its best efforts furnish to cause each Holder participating in the Registration Shares offering a signed counterpart, addressed to the Holders (or to the underwriters, in the case of any underwritten offering), of (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in the registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the "comfort" letter), as are customarily covered (at the time of such registration) in opinions of issuer's counsel and in "comfort" letters, respectively, delivered to the underwriters in underwritten public offerings of securities; and
(o) notify each Holder of any Registrable Securities covered by the Registration Statement such registration statement, at any time when a prospectus relating thereto is required to be registered with delivered under the Securities Act, promptly upon the Company's becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or approved by omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such other Governmental Authorities Holder, promptly prepare and furnish to such Holder (but in any event within three days following such notice) a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to enable each Participating Holder to consummate the disposition sellers of such Registration Shares; and
(xv) obtain Registrable Securities, such prospectus shall not include an untrue statement of a comfort letter material fact or letters from omit to state a material fact required to be stated therein or necessary to make the Company's independent public accountants statements therein not misleading in customary form and covering such matters the light of the type customarily covered by comfort letters as each Participating Holder may reasonably requestcircumstances then existing.
Appears in 1 contract
Registration Covenants of the Company. In the event that any Registration Shares are to be registered pursuant to Section 7.01 or 7.02, the 6.1 The Company covenants and agrees that it shall the Company will use its best efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered shares of Common Stock issuable upon exercise of the Warrants and shall will as expeditiously as possible:
(ia) (A) within 90 days prepare and file with the SEC Securities and Exchange Commission (the "Commission") a registration statement with respect to the Registration Shares issuance of Common Stock issuable upon exercise of the Warrants (the "Registrable Securities") (as well as any necessary amendments or supplements thereto) (a thereto)(a "REGISTRATION STATEMENTRegistration Statement") and which Registration Statement (A) will state that the holders of Registrable Securities covered thereby may sell such Registrable Securities under such Registration Statement or pursuant to Rule 144 (or any similar rule then in effect), (B) use its best efforts to cause when it becomes effective, and when any post-effective amendment thereof and supplement thereto is filed, the Registration Statement to become effective; PROVIDEDStatement, HOWEVERas then amended or supplemented, that will comply in all material respects with the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company applicable provisions of the obligation to include any interim financial statements Securities Act and the rules and regulations thereunder and, except for information provided in writing by the Holder or other Holders for inclusion in the Registration Statement or (II) for which the Company would be does not represent or warrant as to its accuracy, will not contain an untrue statement of a material fact or omit to state a material fact required to disclose be stated therein or necessary to make the statements therein, in light of the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that timecircumstances under which they are made, not misleading;
(iib) prior furnish to the filing described in clause (i), furnish to each Participating Holder Holders copies of the such Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereofthereof prior to filing, which documents shall will be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder)Holders;
(iiic) use its best efforts to cause such Registration Statement to become effective;
(d) notify each Participating Holderthe Holders, promptly after the Company shall receive notice thereof, of the time when the said Registration Statement becomes effective or when any amendment or supplement or to any prospectus forming a part of the said Registration Statement has been filed;
(ive) notify each Participating Holder the Holders promptly of any request by the SEC Commission for the amending or supplementing of the such Registration Statement or prospectus or for additional information;
(vf) advise each Participating Holder the Holders after the Company shall receive notice or otherwise obtain knowledge thereof of the issuance of any order by the SEC Commission suspending the effectiveness of the any such Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose purpose, and (B) promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a such stop order should be issued;
(Ag) prepare and file with the SEC Commission such amendments and supplements to the such Registration Statement and the prospectus forming a part thereof as may be necessary to keep the such Registration Statement effective for a period of until such time necessary as the Holders pursuant to permit each Participating Holder to dispose such Registration Statement have disposed of all its Registration Shares and such Registrable Securities but in no event exceeding five (B5) comply with years from the provisions date of the Securities Act with respect to the disposition of all Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder set forth in the Registration Statementeffectiveness;
(viih) furnish to each Participating Holder such number of copies of the such Registration Statement, each amendment and supplement thereto, the prospectus included in the such Registration Statement (including any each preliminary prospectus) and such other documents as such Participating that Holder may reasonably request in order to facilitate the disposition of the Registration Shares Registrable Securities owned by such Participating Holder;
(viiii) use its reasonable best efforts to register or qualify such Registration Shares Registrable Securities under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating Holder Holders and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder the Holders to consummate the disposition in such jurisdictions of the Registration SharesRegistrable Securities (provided that the Company will not be required to: (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify; (B) subject itself to taxation in any such jurisdiction; or (C) consent to general service of process in any such jurisdiction);
(ixj) notify each Participating Holder, the Holders at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the such Registration Statement would contain contains an untrue statement of a material fact or omit factor omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating the Holder, prepare a supplement or amendment to the such Registration Statement so that the such Registration Statement shall notwill not contain, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(xk) if the Registration Shares are securities of a class then cause all Registrable Securities to be listed on a each securities exchange or NASDAQ, cause on which similar securities issued by the Registration Shares to be so Company are then listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQ;
(xil) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares such Registrable Securities not later than the effective date of the such Registration Statement;
(xiim) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actionactions as the participating Holders or the underwriters, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration SharesRegistrable Securities;
(An) make available for inspection by each Participating Holderthe Holders of such Registrable Securities, any underwriter participating in any disposition pursuant to the such Registration Statement and any attorney, accountant or other agent professional retained by any such Participating Holder or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably requested by such Participating Holder necessary to enable them to exercise their due diligence responsibility, and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such underwriter, attorney, accountant or agent Inspectors in connection with the such Registration Statement;; and
(xivo) use its reasonable best efforts to cause the Registration Shares Registrable Securities covered by the such Registration Statement to be registered with or approved by such other Governmental Authorities governmental agencies or authorities as may be necessary to enable each Participating Holder the Holders to consummate the disposition of such Registrable Securities.
6.1.1 The Holder covenants and agrees to reasonably cooperate in the preparation of the Registration Shares; and
(xv) obtain a comfort letter or letters Statement by providing such information as the Company shall reasonably need from the Company's independent public accountants Holder to include the Registrable Securities in customary form and covering such matters of the type customarily covered by comfort letters as each Participating Holder may reasonably requestRegistration Statement.
Appears in 1 contract
Samples: Warrant Agreement (Fibercore Inc)
Registration Covenants of the Company. In the event that any Registration Shares of the Purchaser are to be registered pursuant to Section 7.01 7(a) or 7.02Section 7(c), the Company covenants and agrees that it shall use its reasonable best efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered and shall as expeditiously as possibleand, subject to the Company's rights described in Section 7(b) to delay or its rights or described in Section 7(c) to withdraw certain registrations, it shall:
(i) (A) within 90 days prepare and file with the SEC a registration statement with respect to registering the Registration Shares (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") and ); (B) provide the Purchaser and its legal representatives with a reasonable opportunity to review the Registration Statement (and any amendments thereto) before filing; and (C) use its reasonable best efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;
(ii) prior to notify the filing described in clause (i), furnish to each Participating Holder copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder);
(iii) notify each Participating HolderPurchaser, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(iviii) notify each Participating Holder the Purchaser, promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional information;
(viv) (A) advise each Participating Holder the Purchaser after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (B) promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(A) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for the lesser of (I) a period of time necessary to permit each Participating Holder the Purchaser to dispose of all its the Registration Shares in accordance with the intended methods of disposition as set forth in the Registration Statement and (II) 180 days and (B) comply with the provisions of the Securities Act with respect to the disposition of all the Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder the Purchaser set forth in the Registration Statement;
(viivi) furnish to each Participating Holder the Purchaser such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any each preliminary prospectus) and such other documents as such Participating Holder the Purchaser may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating Holderthe Purchaser;
(viiivii) use its best efforts to register or qualify such Registration Shares under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating Holder the Purchaser (or by the Company after consultation with the Purchaser if there is no underwriter), and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder the Purchaser to consummate the disposition in such jurisdictions of the Registration SharesShares (provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction in which it would not otherwise be required to qualify but for this Section 7(d)(vii), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction);
(ixviii) notify each Participating Holderthe Purchaser, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating Holderthe Purchaser, prepare a supplement or amendment to the Registration Statement so that the Registration Statement shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(x) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQ;
(xi) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares not later than the effective date of the Registration Statement;
(xii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(A) make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder or any such underwriter all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xivix) use its best efforts to cause the all Registration Shares covered by the such Registration Statement to be registered with or approved by such other Governmental Authorities federal or state governmental agencies or authorities in addition to the SEC as may be necessary in the opinion of counsel to enable each Participating Holder the Company to consummate the disposition of such Registration SharesShares in accordance with their intended method of disposition;
(x) furnish to the Purchaser's underwriters, if any, (A) an opinion of counsel for the Company, and (B) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such Registration Statement, each covering substantially the same matters with respect to such Registration Statement (and the prospectus included therein) and, in the case of the accountant's comfort 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 accountant's comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated);
(xi) 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 12 months, but not more than 18 months, beginning with the first full calendar month 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 promulgated thereunder, and promptly furnish the same to the Purchaser; and
(xvxii) obtain cause the Shares to be listed on the New York Stock Exchange and provide and cause to be maintained a comfort letter or letters from transfer agent and registrar (which, in each case, may be the Company's independent public accountants in customary form and covering such matters of the type customarily ) for all Registration Shares covered by comfort letters as each Participating Holder may reasonably requestsuch Registration Statement from and after a date not later than the effective date of such registration.
Appears in 1 contract
Registration Covenants of the Company. In the event that any Registration Shares shares of Common Stock of the Company are to be registered pursuant to Section 7.01 or 7.02this Agreement, the Company covenants and agrees that it shall the Company will use its best all reasonable efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered and shall as expeditiously as possiblewill:
(ia) promptly (Awithin 60 calendar days) within 90 days prepare and file with the SEC Commission a registration statement with respect to the Registration Shares (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") which will state that the holders of Registration Shares covered thereby may sell such Registration Shares either under such Registration Statement or pursuant to Rule 144 (or any similar rule then in effect), and (B) use its best all reasonable efforts to cause the such Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that timeeffective as soon as is reasonably practicable;
(iib) prior furnish to the filing described in clause (i), furnish to each Participating Holder Investor copies of the such Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereofthereof prior to filing, which documents shall will be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder)Investor;
(iiic) notify each Participating Holderthe Investor, promptly after the Company shall receive notice thereof, of the time when the said Registration Statement becomes effective or when any amendment or supplement or to any prospectus forming a part of the said Registration Statement has been filed;
(ivd) notify each Participating Holder the Investor promptly of any request by the SEC Commission for the amending or supplementing of the such Registration Statement or prospectus or for additional information;
(ve) advise each Participating Holder the Investor after the Company shall receive notice or otherwise obtain knowledge thereof of the issuance of any order by the SEC Commission suspending the effectiveness of the any such Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose purpose, and (B) promptly use its best all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a such stop order should be issued;
(Af) prepare and file with the SEC Commission such amendments and supplements to the such Registration Statement and the prospectus forming a part thereof as may be necessary to keep the such Registration Statement effective for the lesser of: (i) a period of time necessary to permit each Participating Holder complete the public distribution of such Registration Shares; (ii) six months; or (iii) the maximum period of time permitted by Law to dispose of all its Registration Shares keep effective a registration statement, and (B) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares securities covered by the such Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder the Investor set forth in the such Registration Statement;
(viig) furnish to each Participating Holder the Investor such number of copies of the such Registration Statement, each amendment and supplement thereto, the prospectus included in the such Registration Statement (including any each preliminary prospectus) and such other documents as such Participating Holder the Investor may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating Holderthe Investor;
(viiih) use its best all reasonable efforts to register or qualify such Registration Shares under such other securities or blue sky laws Laws of such jurisdictions as determined by the underwriters underwriter after consultation with the Company and each Participating Holder the Investor and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder the Investor to consummate the disposition in such jurisdictions of the Registration Shares;
(ixi) notify each Participating Holderthe Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the such Registration Statement would contain contains an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating Holderthe Investor, prepare a supplement or amendment to the such Registration Statement so that the such Registration Statement shall not, to the Company's knowledge, will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(xj) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, take all action necessary to cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed or quoted on a national securities exchange or NASDAQ, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQmarket system;
(xik) provide a transfer agent and registrar, which may be a single entity, registrar for all the such Registration Shares not later than the effective date of the such Registration Statement;
(xiil) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actionactions as the Investor or the underwriters, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration SharesShares (including, without limitation, effecting a recapitalization, stock split or combination of shares);
(Am) make available for inspection by each Participating Holderthe Investor, any underwriter participating in any disposition pursuant to the such Registration Statement Statement, and any attorney, accountant or other agent retained by the Investor or such Participating Holder or any such underwriter underwriter, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder Company, and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such the Investor, underwriter, attorney, accountant or agent in connection with the such Registration Statement;
(xivn) use its best all reasonable efforts to cause the Registration Shares covered by the such Registration Statement to be registered with or approved by such other Governmental Authorities governmental agencies or authorities as may be necessary to enable each Participating Holder the Investor to consummate the disposition of such Registration Shares; and
(xvo) obtain a cold comfort letter or letters from the Company's independent public accountants and an opinion of counsel in customary form and covering such matters of the type customarily covered by comfort letters such documents as each Participating Holder the Investor may reasonably request.
Appears in 1 contract
Registration Covenants of the Company. In the event that any Registration Shares are to be registered or qualified pursuant to this Section 7.01 or 7.0210, the Company covenants and agrees that it shall the Company will use its best reasonable efforts to effect the registration and/or qualification and cooperate in the sale of the Registration Shares to be registered and shall as expeditiously as possiblewill:
(i) (A) within 90 days prepare and file with furnish to the SEC a Holder copies of any registration statement with respect to the Registration Shares (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENT") and (B) use its best efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;
(ii) prior to the filing described in clause (i), furnish to each Participating Holder copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject thereof prior to filing with the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder)SEC;
(iiiii) notify each Participating the Holder, promptly after the Company shall receive notice thereof, of the time when the Registration Statement said registration statement becomes effective or when any amendment or supplement or to any prospectus forming a part of the Registration Statement said registration statement has been filed;
(iviii) notify each Participating the Holder promptly of any request by the SEC for the amending or supplementing of the Registration Statement such registration statement or prospectus or for additional information;
(viv) advise each Participating the Holder after the Company shall receive notice or otherwise obtain knowledge thereof of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement any such registration statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose purpose, and (B) promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a such stop order should be issued;
(Av) prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement such registration statement effective for the lesser of: (i) a period of time necessary to permit each Participating the Holder pursuant to such registration statement to dispose of all its of such Registration Shares and Shares; (Bii) comply with 90 days; or (iii) the provisions maximum period of the Securities Act with respect time permitted by law to the disposition of all Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder set forth in the Registration Statementkeep effective a registration statement;
(viivi) furnish to each Participating the Holder such number of copies of the Registration Statementsuch registration statement, each amendment and supplement thereto, the prospectus included in the Registration Statement such registration statement (including any each preliminary prospectus) and such other documents as such Participating the Holder may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating HolderShares;
(viiivii) use its best efforts to register or qualify such Registration Shares under such other securities or blue sky laws of such jurisdictions as determined by the underwriters underwriter after consultation with the Company and each Participating the Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating the Holder to consummate the disposition in such jurisdictions of the Registration Shares;
(ixviii) notify each Participating Holder, the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the Registration Statement would contain such registration statement contains an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and, at the request of such Participating the Holder, prepare a supplement or amendment to the Registration Statement such registration statement so that the Registration Statement shall not, to the Company's knowledge, such registration statement will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(xix) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the all Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a each securities exchange or NASDAQ, use its best efforts to facilitate on which similar securities issued by the listing of the Registration Shares on a securities exchange or NASDAQCompany are then listed;
(xix) provide a transfer agent and registrar, which may be (if required) a single entity, registrar for all the such Registration Shares not later than the effective date of the Registration Statementsuch registration statement;
(xiixi) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actionactions as the Holder or the underwriters, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(Axii) make available for inspection by each Participating the Holder, any underwriter participating in any disposition pursuant to the Registration Statement such registration statement, and any attorney, accountant or other agent retained by such Participating the Holder or any such underwriter underwriter, all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder Company, and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or the Holder, any such underwriter, attorney, accountant or agent in connection with the Registration Statementsuch registration statement;
(xivxiii) use its best efforts to cause the Registration Shares covered by the Registration Statement such registration statement to be registered with or approved by such other Governmental Authorities governmental agencies or authorities as may be necessary to enable each Participating the Holder to consummate the disposition of such Registration Shares; and
(xvxiv) obtain obtain, in addition to such consents as may be necessary, a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as each Participating the Holder may reasonably request.
Appears in 1 contract
Samples: Warrant Agreement (Hk Systems Inc)
Registration Covenants of the Company. In the event that (a) Whenever any Registration Shares Securities are to be registered pursuant to Section 7.01 2.01 or 7.022.02 of this Agreement, the Company covenants and agrees that it shall will use its best efforts to effect the registration and cooperate in the sale of such Registration Securities under the Securities Laws in accordance with the intended method of disposition thereof. The Company shall deliver to the applicable holders a sufficient number of prospectuses to sell the Registration Shares to be registered and Securities as contemplated by the Registration Statement. If required or appropriate, the Company shall as expeditiously as possible:
(i) (A) within 90 days prepare and file enter into the necessary agreements with the SEC a registration statement Transfer Agent with respect to such securities.
(b) The Company may require each Shareholder requesting that Registered Securities be registered pursuant to Section 2.01 or 2.02 to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Shareholder and its ownership of Registration Shares (Securities as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENT") and (B) use its best efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend from time to time reasonably request in writing. Each such 90 day period for not more than an additional 90 days if (I) Shareholder agrees to furnish such delay would relieve information to the Company of the obligation and to include any interim financial statements in the Registration Statement or (II) cooperate with the Company would be required as necessary to disclose in the Registration Statement any material nonpublic information and enable the Company concludes that the disclosure of such information would be inadvisable at that time;
(ii) prior to the filing described in clause (i), furnish to each Participating Holder copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder);
(iii) notify each Participating Holder, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(iv) notify each Participating Holder promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional information;
(v) advise each Participating Holder after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (B) promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(A) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for a period of time necessary to permit each Participating Holder to dispose of all its Registration Shares and (B) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder set forth in the Registration Statement;this Agreement.
(viic) furnish to each Participating Holder such number Upon receipt of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any preliminary prospectus) and such other documents as such Participating Holder may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating Holder;
(viii) use its best efforts to register or qualify such Registration Shares under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with notice from the Company and each Participating Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder to consummate the disposition in such jurisdictions of the Registration Shares;
(ix) notify each Participating Holder, at any time when a prospectus relating thereto to the registration is required to be delivered under the Securities ActLaws, of the happening occurrence of any event as a result of which the Registration Statement would contain prospectus included in such registration statement (as then in effect) contains an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and, at the request of such Participating Holder, prepare a supplement or amendment to the Shareholder selling Registration Statement so that the Registration Statement shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(x) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing Securities will forthwith discontinue disposition of the Registration Shares on Securities until receipt of copies of a securities exchange supplemented or NASDAQ;
(xi) provide a transfer agent and registrar, which amended prospectus or until such Shareholders are advised in writing by the Company that the use of the prospectus may be a single entityresumed, for all and have received copies of any additional or supplemental filings which are incorporated by reference in the Registration Shares not later than prospectus and, if so directed by the effective date of Company, such Shareholders will, or will request the Registration Statement;
(xii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actionmanaging underwriter or underwriters, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(A) make available for inspection by each Participating Holderto, any underwriter participating in any disposition pursuant deliver to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder or any such underwriter all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (B) cause at the Company's officersexpense) all copies, directors and employees to supply all information reasonably requested by other than permanent file copies then in such Participating Holder or any holder's possession of the prospectus covering such underwriter, attorney, accountant or agent in connection with Registration Securities current at the Registration Statement;
(xiv) use its best efforts to cause the Registration Shares covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable each Participating Holder to consummate the disposition time of receipt of such Registration Shares; and
(xv) obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as each Participating Holder may reasonably requestnotice.
Appears in 1 contract
Samples: Registration Rights Agreement (United Pan Europe Communications Nv)
Registration Covenants of the Company. In the event that any Registration Shares are to be registered pursuant to Section 7.01 or 7.022.1 of this Agreement, the Company covenants and agrees that it shall the Company will use its best reasonable efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered and shall as expeditiously as possibleto:
(ia) promptly (Awithin 60 calendar days) within 90 days prepare and file with the SEC Securities and Exchange Commission (the "Commission") a registration statement with respect to the Registration Shares (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") ), and (B) use its best reasonable efforts to cause the such Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that timeeffective as soon as is reasonably practicable;
(iib) prior furnish to the filing described in clause (i), furnish to each Participating Holder Shareholders sufficient copies of the such Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereofthereof prior to filing, which documents shall will be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder)Shareholders;
(iiic) notify each Participating Holderthe Shareholders, promptly after the Company shall receive notice thereof, of the time when the said Registration Statement becomes effective or when any amendment or supplement or to any prospectus forming a part of the said Registration Statement has been filed;
(ivd) notify each Participating Holder the Shareholders promptly of any request by the SEC Commission for the amending or supplementing of the such Registration Statement or prospectus or for additional information;
; (ve) advise each Participating Holder the Shareholders after the Company shall receive notice or otherwise obtain knowledge thereof of the issuance of any order by the SEC Commission suspending the effectiveness of the any such Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose purpose, and (B) promptly use its best reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a such stop order should be issued;
(A) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for a period of time necessary to permit each Participating Holder to dispose of all its Registration Shares and (B) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder set forth in the Registration Statement;
(vii) furnish to each Participating Holder such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any preliminary prospectus) and such other documents as such Participating Holder may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating Holder;
(viii) use its best efforts to register or qualify such Registration Shares under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder to consummate the disposition in such jurisdictions of the Registration Shares;
(ix) notify each Participating Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating Holder, prepare a supplement or amendment to the Registration Statement so that the Registration Statement shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(x) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQ;
(xi) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares not later than the effective date of the Registration Statement;
(xii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(A) make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder or any such underwriter all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xiv) use its best efforts to cause the Registration Shares covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable each Participating Holder to consummate the disposition of such Registration Shares; and
(xv) obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as each Participating Holder may reasonably request.
Appears in 1 contract
Samples: Registration Rights Agreement (Sybron International Corp)
Registration Covenants of the Company. In the event that any Registration Shares are to be registered pursuant to Section 7.01 or 7.02, the 6.1 The Company covenants and agrees that it shall the Company will use its best efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered shares of Common Stock issuable upon exercise of the Warrants and shall will as expeditiously as possible:
(ia) (A) within 90 days prepare and file with the SEC Securities and Exchange Commission (the "Commission") a registration statement with respect to the Registration Shares issuance of Common Stock issuable upon exercise of the Warrants (the "Registrable Securities") (as well as any necessary amendments or supplements thereto) (a thereto)(a "REGISTRATION STATEMENTRegistration Statement") and which Registration Statement (A) will state that the holders of Registrable Securities covered thereby may sell such Registrable Securities under such Registration Statement or pursuant to Rule 144 (or any similar rule then in effect), (B) use its best efforts to cause when it becomes effective, and when any post-effective amendment thereof and supplement thereto is filed, the Registration Statement to become effective; PROVIDEDStatement, HOWEVERas then amended or supplemented, that will comply in all material respects with the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company applicable provisions of the obligation to include any interim financial statements Securities Act and the rules and regulations thereunder and, except for information provided in writing by the Holder or other Holders for inclusion in the Registration Statement or (II) for which the Company would be does not represent or warrant as to its accuracy, will not contain an untrue statement of a material fact or omit to state a material fact required to disclose be stated therein or necessary to make the statements therein, in light of the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that timecircumstances under which they are made, not misleading;
(iib) prior furnish to the filing described in clause (i), furnish to each Participating Holder Holders copies of the such Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereofthereof prior to filing, which documents shall will be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder)Holders;
(iiic) use its best efforts to cause such Registration Statement to become effective;
(d) notify each Participating Holderthe Holders, promptly after the Company shall receive notice thereof, of the time when the said Registration Statement becomes effective or when any amendment or supplement or to any prospectus forming a part of the said Registration Statement has been filed;
(ive) notify each Participating Holder the Holders promptly of any request by the SEC Commission for the amending or supplementing of the such Registration Statement or prospectus or for additional information;
(vf) advise each Participating Holder the Holders after the Company shall receive notice or otherwise obtain knowledge thereof of the issuance of any order by the SEC Commission suspending the effectiveness of the any such Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose purpose, and (B) promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a such stop order should be issued;
(Ag) prepare and file with the SEC Commission such amendments and supplements to the such Registration Statement and the prospectus forming a part thereof as may be necessary to keep the such Registration Statement effective for a period of until such time necessary as the Holders pursuant to permit each Participating Holder to dispose such Registration Statement have disposed of all its Registration Shares and such Registrable Securities but in no event exceeding five (B5) comply with years from the provisions date of the Securities Act with respect to the disposition of all Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder set forth in the Registration Statementeffectiveness;
(viih) furnish to each Participating Holder such number of copies of the such Registration Statement, each amendment and supplement thereto, the prospectus included in the such Registration Statement (including any each preliminary prospectus) and such other documents as such Participating that Holder may reasonably request in order to facilitate the disposition of the Registration Shares Registrable Securities owned by such Participating Holder;
(viiii) use its reasonable best efforts to register or qualify such Registration Shares Registrable Securities under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating Holder Holders and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder the Holders to consummate the disposition in such jurisdictions of the Registration SharesRegistrable Securities (provided that the Company will not be required to: (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify; (B) subject itself to taxation in any such jurisdiction; or (C) consent to general service of process in any such jurisdiction);
(ixj) notify each Participating Holder, the Holders at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the such Registration Statement would contain contains an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating the Holder, prepare a supplement or amendment to the such Registration Statement so that the such Registration Statement shall notwill not contain, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(xk) if the Registration Shares are securities of a class then cause all Registrable Securities to be listed on a each securities exchange or NASDAQ, cause on which similar securities issued by the Registration Shares to be so Company are then listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQ;
(xil) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares such Registrable Securities not later than the effective date of the such Registration Statement;
(xiim) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actionactions as the participating Holders or the underwriters, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration SharesRegistrable Securities;
(An) make available for inspection by each Participating Holderthe Holders of such Registrable Securities, any underwriter participating in any disposition pursuant to the such Registration Statement and any attorney, accountant or other agent professional retained by any such Participating Holder or any such underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably requested by such Participating Holder necessary to enable them to exercise their due diligence responsibility, and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such underwriter, attorney, accountant or agent Inspectors in connection with the such Registration Statement;; and
(xivo) use its reasonable best efforts to cause the Registration Shares Registrable Securities covered by the such Registration Statement to be registered with or approved by such other Governmental Authorities governmental agencies or authorities as may be necessary to enable each Participating Holder the Holders to consummate the disposition of such Registrable Securities.
6.1.1 The Holder covenants and agrees to reasonably cooperate in the preparation of the Registration Shares; and
(xv) obtain a comfort letter or letters Statement by providing such information as the Company shall reasonably need from the Company's independent public accountants Holder to include the Registrable Securities in customary form and covering such matters of the type customarily covered by comfort letters as each Participating Holder may reasonably requestRegistration Statement.
Appears in 1 contract
Samples: Warrant Agreement (Fibercore Inc)
Registration Covenants of the Company. In If any Registrable Securities of the event that any Registration Shares Investor are to be registered pursuant to Section 7.01 8.1 or 7.028.2, the Company covenants and agrees that it shall use its best efforts to effect the registration and cooperate in the sale of the Registration Shares Registrable Securities to be registered and shall as expeditiously as possible:
(i) (A) within 90 days prepare and file with the SEC a registration statement with respect to the Registration Shares Registrable Securities (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENT") and (Bii) use its best efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;
(iib) prior to the filing described above in clause (iSection 8.8(a), furnish to each Participating Holder the Investor copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review and approval of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder)Investor;
(iiic) notify each Participating Holderthe Investor, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(ivd) notify each Participating Holder the Investor promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional informationinformation and promptly deliver to the Investor copies of any comments received from the SEC;
(ve) (i) advise each Participating Holder the Investor after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (Bii) promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(Ai) prepare and file with the SEC such amendments and supplements to the Registration Statement and the each prospectus forming a part thereof as may be necessary to keep the Registration Statement continuously effective for a the period of time necessary to permit each Participating Holder the Investor to dispose of all its Registration Shares Registrable Securities and (Bii) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares Registrable Securities covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder the Investor set forth in the Registration Statement;
(viig) furnish to each Participating Holder the Investor such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any each preliminary prospectus) and such other documents as such Participating Holder the Investor may reasonably request in order to facilitate the disposition of the Registration Shares Registrable Securities owned by such Participating Holderthe Investor;
(viiih) use its best efforts to register or qualify such Registration Shares Registrable Securities under such other securities or "blue sky sky" laws of such jurisdictions as determined by the underwriters under writers after consultation with the Company and each Participating Holder the Investor and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder the Investor to consummate the disposition in such jurisdictions of the Registration Shares;
Registrable Securities (ix) notify each Participating Holder, at any time when a prospectus relating thereto is PROVIDED that the Company shall not be required to (i) qualify generally to do business in any jurisdiction in which it would not otherwise be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating Holder, prepare a supplement or amendment to the Registration Statement so that the Registration Statement shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(x) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQ;
(xi) provide a transfer agent and registrar, which may be a single entity, qualify but for all the Registration Shares not later than the effective date of the Registration Statement;
(xii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(A) make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder or any such underwriter all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xiv) use its best efforts to cause the Registration Shares covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable each Participating Holder to consummate the disposition of such Registration Shares; and
(xv) obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as each Participating Holder may reasonably request.this
Appears in 1 contract
Samples: Investment Agreement (Atlantic Gulf Communities Corp)
Registration Covenants of the Company. In the event that any Registration Shares Registrable Securities of a Purchaser are to be registered pursuant to Section 7.01 7.1 or 7.027.2, the Company covenants and agrees that it shall use its reasonable best efforts to effect the registration and cooperate in the sale of the Registration Shares Registrable Securities to be registered and shall as expeditiously as possible:
(i) (A) within 90 days prepare and file with the SEC a registration statement with respect to the Registration Shares Registrable Securities (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") and (Bii) use its reasonable best efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional effective as promptly as practicable and in any event within 90 days if (I) such delay would relieve the Company of receipt of the obligation Registration Demand (subject, however, to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure provisions of such information would be inadvisable at that timeSection 7.13);
(iib) prior to the filing described above in clause (iSection 7.8(a), furnish to each Participating Holder such Purchaser copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel for each Participating Holder (but not approval of such counsel except thereof with respect to any statement in which (i) the Registration Statement which relates Purchasers shall be afforded a reasonable opportunity to review and comment thereon prior to filing and (ii) the Company will not unreasonably decline to make such Participating Holder)changes thereto required by the Act;
(iiic) notify each Participating Holdersuch Purchaser, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(ivd) notify each Participating Holder such Purchaser promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional information;
(v) advise each Participating Holder after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (B) promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(A) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for a period of time necessary to permit each Participating Holder to dispose of all its Registration Shares and (B) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder set forth in the Registration Statement;
(vii) furnish to each Participating Holder such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any preliminary prospectus) and such other documents as such Participating Holder may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating Holder;
(viii) use its best efforts to register or qualify such Registration Shares under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder to consummate the disposition in such jurisdictions of the Registration Shares;
(ix) notify each Participating Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating Holder, prepare a supplement or amendment to the Registration Statement so that the Registration Statement shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(x) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQ;
(xi) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares not later than the effective date of the Registration Statement;
(xii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(A) make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder or any such underwriter all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xiv) use its best efforts to cause the Registration Shares covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable each Participating Holder to consummate the disposition of such Registration Shares; and
(xv) obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as each Participating Holder may reasonably request.additional
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Pillowtex Corp)
Registration Covenants of the Company. In If any Registrable Securities of the event that any Registration Shares Investor are to be registered pursuant to Section 7.01 8.1 or 7.028.2, the Company covenants and agrees that it shall use its best efforts to effect the registration and cooperate in the sale of the Registration Shares Registrable Securities to be registered and shall as expeditiously as possible:
(i) (A) within 90 days prepare and file with the SEC a registration statement with respect to the Registration Shares Registrable Securities (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") and (Bii) use its best efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;
(iib) prior to the filing described above in clause (iSection 8.8(a), furnish to each Participating Holder the Investor copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review and approval of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder)Investor;
(iiic) notify each Participating Holderthe Investor, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(ivd) notify each Participating Holder the Investor promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional informationinformation and promptly deliver to the Investor copies of any comments received from the SEC;
(ve) (i) advise each Participating Holder the Investor after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (Bii) promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(Ai) prepare and file with the SEC such amendments and supplements to the Registration Statement and the each prospectus forming a part thereof as may be necessary to keep the Registration Statement continuously effective for a the period of time necessary to permit each Participating Holder the Investor to dispose of all its Registration Shares Registrable Securities and (Bii) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares Registrable Securities covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder the Investor set forth in the Registration Statement;
(viig) furnish to each Participating Holder the Investor such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any each preliminary prospectus) and such other documents as such Participating Holder the Investor may reasonably request in order to facilitate the disposition of the Registration Shares Registrable Securities owned by such Participating Holderthe Investor;
(viiih) use its best efforts to register or qualify such Registration Shares Registrable Securities under such other securities or "blue sky sky" laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating Holder the Investor and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder the Investor to consummate the disposition in such jurisdictions of the Registration SharesRegistrable Securities (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction in which it would not otherwise be required to qualify but for this Section 8.8(h), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(ixi) notify each Participating Holderthe Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating Holderthe Investor, prepare a supplement or amendment to the Registration Statement so that the Registration Statement shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(xj) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class Common Stock is not then listed on a securities exchange or NASDAQexchange, use its best efforts efforts, consistent with the then-current corporate structure of the Company, to facilitate the listing of the Registration Shares Common Stock on a securities stock exchange or NASDAQon the NASDAQ Stock Market;
(xik) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares Registrable Securities not later than the effective date of the Registration Statement;
(xiil) enter into such customary agreements (including an underwriting agreement in customary form, including customary indemnification provisions and customary lock-up arrangements of the issuer and its directors and executive officers) and take all such other action, if any, as each Participating Holder the Investor or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration SharesRegistrable Securities pursuant to this Article VIII;
(Ai) make available for inspection by each Participating Holderthe Investor, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder the Investor or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons as any of them may request in connection with their "due diligence" investigations of the Company and (Bii) cause the Company's officers, directors and employees to supply all relevant information reasonably requested by such Participating Holder the Investor or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xivn) use its best efforts to cause the Registration Shares Registrable Securities covered by the Registration Statement to be registered with or approved by such other Governmental Authorities governmental authorities as may be necessary to enable each Participating Holder the Investor to consummate the disposition of such Registration Shares; andRegistrable Securities;
(xvo) obtain a comfort letter or letters from cause the Company's independent public accountants to provide to the underwriters, if any, and the selling holders, if permissible, a comfort letter in customary form and covering such matters of the type customarily covered by comfort letters letters;
(p) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD"); and
(q) use all reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with potential investors and taking such other actions as each Participating Holder may reasonably requestshall be appropriate or as shall be requested by the lead managing underwriter of an underwritten offering.
Appears in 1 contract
Samples: Investment Agreement (Atlantic Gulf Communities Corp)
Registration Covenants of the Company. In the event that any Registration Shares are of Bradx xxx to be registered pursuant to Section 7.01 or 7.022(a), the Company covenants and agrees that it shall use its reasonable best efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered and shall as expeditiously as possibleand, subject to the Company's rights described in Section 2(a) to withdraw certain registrations, it shall:
(i) (A) within 90 days prepare and file with the SEC a registration statement with respect to registering the Registration Shares (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") and ); (B) provide Bradx xxx his legal representatives with a reasonable opportunity to review the Registration (and any amendments thereto) before filing; and (C) use its reasonable best efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;
(ii) prior to the filing described in clause (i)notify Bradx, furnish to each Participating Holder copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holder);
(iii) notify each Participating Holder, promptly xxomptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(iviii) notify each Participating Holder promptly Bradx xxxmptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional information;
(viv) (A) advise each Participating Holder after Bradx xxxer the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (B) promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(A) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for the lesser of (I) a period of time necessary to permit each Participating Holder to Bradx xx dispose of all its the Registration Shares in accordance with the intended methods of disposition as set forth in the Registration Statement and (II) 120 days and (B) comply with the provisions of the Securities Act with respect to the disposition of all the Registration Shares covered by the Registration Statement during such period in accordance with the intended methods of disposition by such Participating Holder set Bradx xxx forth in the Registration Statement;
(viivi) furnish to each Participating Holder such Bradx xxxh number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any each preliminary prospectus) and such other documents as such Participating Holder may Bradx xxx reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating HolderBradx;
(viiivii) use its best efforts to register or qualify such Registration Shares under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating Holder Bradx (xx by the Company after consultation with Bradx, xx there is no underwriter), and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder to Bradx xx consummate the disposition in such jurisdictions of the Registration SharesShares (provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction in which it would not otherwise be required to qualify but for this Section 2(b)(vii), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction);
(ixviii) notify each Participating HolderBradx, at xx any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of such Participating HolderBradx, prepare xxepare a supplement or amendment to the Registration Statement so that the Registration Statement shall not, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(x) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQ;
(xi) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares not later than the effective date of the Registration Statement;
(xii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(A) make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder or any such underwriter all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xiv) use its best efforts to cause the Registration Shares covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable each Participating Holder to consummate the disposition of such Registration Shares; and
(xv) obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as each Participating Holder may reasonably request.
Appears in 1 contract
Samples: Shareholder Agreement (Rent Way Inc)
Registration Covenants of the Company. In the event that If any Registration Shares Registrable Securities of any Holder are to be registered pursuant to Section 7.01 2 or 7.02Section 3, the Company covenants and agrees that it shall use its best efforts to effect the registration and cooperate in the sale of the Registration Shares Registrable Securities to be registered and shall as expeditiously as possible:
(i) (A) within 90 days prepare and file with the SEC a registration statement with respect to the Registration Shares Registrable Securities (as well as any necessary including all amendments or and supplements thereto) (, a "REGISTRATION STATEMENT") and (B) use its best efforts to cause the Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;Registration
(iib) prior to the filing described above in clause paragraph (ia), furnish to each Participating Holder participating in such offering copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall be subject to the review of counsel for each Participating Holder one counsel representing the Holders (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating any Holder);
(iiic) notify each Participating such Holder, promptly after the Company shall receive receiving notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or any prospectus forming a part of the Registration Statement has been filed;
(ivd) notify each Participating Holder participating in such offering promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or for additional information;
(ve) advise (i) advise, each Participating Holder participating in such offering after the Company shall receive notice or otherwise obtain knowledge of the issuance of any order by the SEC suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose and (Bii) promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a stop order should be issued;
(Ai) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for a period of time necessary to permit each Participating Holder participating in such offering to dispose of all its Registration Shares Registrable Securities and (Bii) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares Registrable Securities covered by the Registration Statement during such period in accordance with the intended methods of disposition by each such Participating Holder set forth in the Registration Statement;
(viig) furnish to each Participating Holder participating in such offering such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any such preliminary prospectus) and such other documents as such Participating Holder may reasonably request in order to facilitate the disposition of the Registration Shares Registrable Securities owned by such Participating Holder;
(viiih) use its reasonable best efforts to register or qualify such Registration Shares Registrable Securities under such other securities or blue sky laws of such jurisdictions as determined by the underwriters after consultation with the Company and each Participating Holder the Holders participating in the offering and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder to consummate the disposition in such jurisdictions of the Registration SharesRegistrable Securities (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction in which it would not otherwise be required to qualify but for this paragraph (h), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ixi) notify each Participating Holderthe Holders participating in the offering, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any such Participating Holder, prepare a supplement or amendment to the Registration Statement so that the Registration Statement shall not, to the Company's knowledge, not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(xj) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class Common Stock is not then listed on a securities exchange or NASDAQand if the NASD is reasonably likely to permit the reporting of the Common Stock on Nasdaq, use its best efforts efforts, consistent with the then current corporate structure of the Company, to facilitate the listing reporting of transactions in the Registration Shares Common Stock on a securities exchange or NASDAQNasdaq;
(xik) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares Registrable Securities not later than the effective date of the Registration Statement;
(xii1) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder the Holders participating in such offering or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration SharesRegistrable Securities pursuant to this Agreement;
(Ai) make available for inspection by each Participating Holderthe Holders participating in such offering, any underwriter participating in any disposition distribution pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (Bii) cause the Company's officers, directors and employees to supply all relevant information reasonably requested by such Participating Holder Holders or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xivn) use its best efforts furnish to cause each Holder participating in the Registration Shares covered offering a signed counterpart, addressed to the Holders, (or to the underwriters, in the case of any underwritten offering) of (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) a "comfort" letter signed by the Registration Statement independent public accountants who have certified the Company's financial statements included in the registration statement, covering substantially the same matters with respect to be registered the registration statement (and the prospectus included therein) and (in the case of the "comfort" letter) with or approved by such other Governmental Authorities respect to events subsequent to the date of the financial statements, as may be necessary to enable each Participating Holder to consummate are customarily covered (at the disposition time of such Registration Sharesregistration) in opinions of issuer's counsel and in "comfort" letters, respectively, delivered to the underwriters in underwritten public offerings of securities;
(o) cause senior representatives of the Company to participate in any "road show" or "road shows" reasonably requested by any underwriter of an underwritten or "best efforts" offering of any Registrable Securities; and
(xvp) obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters notify each Holder of the type customarily any Registrable Securities covered by comfort letters as each Participating Holder may reasonably request.such registration statement, at any time when a prospectus relating thereto is required to be delivered
Appears in 1 contract
Samples: Registration Rights Agreement (Telecommunication Systems Inc /Fa/)
Registration Covenants of the Company. In the event that any Registration Shares are to be registered pursuant to Section 7.01 or 7.02, the The Company covenants and agrees that it shall the Company will use its best reasonable efforts to effect the registration Demand Registration and cooperate in the sale of the Registration Shares to be registered and shall as expeditiously as possibleand, until expiration of the Registration Term, to:
(ia) (A) within 90 days promptly prepare and file with the SEC a registration statement with respect to the Registration Shares Statement (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENT") with the Commission and (B) use its best reasonable efforts to cause the such Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements effective in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that timeaccordance with Section 2.1(a)(ii);
(iib) prior furnish to the filing described in clause (i), furnish to each Participating Holder Affiliates sufficient copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereof, which documents shall will be subject to the review of counsel for each Participating Holder (but not approval of such counsel except with respect the Affiliates prior to any statement in the Registration Statement which relates to such Participating Holder)filing thereof;
(iiic) notify each Participating Holderthe Affiliates, promptly after the Company shall receive notice thereof, of the time when the Registration Statement becomes effective or when any amendment or supplement or to any prospectus forming a part of the Registration Statement has been filed;
(ivd) notify each Participating Holder the Affiliates promptly of any request by the SEC Commission for the amending or supplementing of the Registration Statement or prospectus or for additional information;
(ve) advise each Participating Holder the Affiliates after the Company shall receive notice or otherwise obtain knowledge thereof of the issuance of any order by the SEC Commission suspending the effectiveness of the Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose purpose, and (B) promptly use its best reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a such stop order should be issued;
(Af) prepare and file with the SEC Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective for a until either the first anniversary of the execution of this Agreement or, if applicable, such shorter period of time necessary to permit each Participating Holder to dispose of which shall terminate (i) when all its Registration Shares and (B) comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares covered by the Registration Statement during such period in accordance with have been sold, or (ii) on the intended methods of disposition by such Participating Holder set forth in date the resale restrictions applicable to the Shares pursuant to Rule 145(d) expire or are rescinded (the "Registration StatementTerm");
(viig) furnish to each Participating Holder the Affiliates such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including any each preliminary prospectus) and such other documents as such Participating Holder the Affiliates may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating Holderthe Affiliates;
(viiih) assist the Affiliates in satisfying their prospectus delivery obligations by furnishing to any national securities exchange on which the Registration Shares are then listed copies of the prospectus and each amendment or supplement thereto in accordance with Rule 153 under the Act (or any comparable rule then in existence);
(i) use its best reasonable efforts to register or qualify such the Registration Shares under such other securities or blue sky laws Laws of such jurisdictions as are mutually determined by the underwriters after consultation with the Company and each Participating Holder the Affiliates and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder the Affiliates to consummate the disposition in such jurisdictions of the Registration Shares; provided that nothing herein shall require the Company to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;
(ixj) notify each Participating Holderthe Affiliates, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Registration Statement would 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, not misleading, and, at the request of an Affiliate, amend or supplement the Registration Statement so that the Registration Statement 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 therein, in light of the circumstances under which they were made, not misleading, and, at . The Affiliates acknowledge that any notice given by the request Company hereunder may constitute material nonpublic information and that applicable securities Laws prohibit a Person who has material nonpublic information about a company from purchasing or selling securities of such Participating Holder, prepare a supplement company or amendment from communicating such information to the Registration Statement so any other Person under circumstances where it is reasonably foreseeable that the Registration Statement shall not, such Person is likely to the Company's knowledge, contain an untrue statement of a material fact purchase or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingsell such securities;
(xk) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the all Registration Shares to continue to be so listed; and if the Registration Shares are securities of a class not then listed on a each securities exchange or NASDAQ, use its best efforts to facilitate on which similar securities issued by the listing of the Registration Shares on a securities exchange or NASDAQCompany are then listed;
(xil) provide ensure the continued availability of a transfer agent and registrar, which may be a single entity, registrar for all the Registration Shares not later than the effective date of the Registration Statement;
(xii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(Am) make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to the Registration Statement Affiliate and any attorney, accountant or other agent retained by such Participating Holder or any Affiliate, subject to the Company's receipt of acceptable confidentiality agreements from the recipients thereof, such underwriter all financial and other records, pertinent corporate documents and other properties and personnel of the Company as may be reasonably requested by such Participating Holder and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;; and
(xivn) use its best efforts to cause timely file with the Registration Shares covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable each Participating Holder to consummate the disposition of such Registration Shares; and
(xv) obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters Commission all of the type customarily covered by comfort letters reports it is required to file under the Exchange Act as each Participating Holder may reasonably requesta prerequisite to availability of Form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Sybron International Corp)
Registration Covenants of the Company. In the event that any Registration Shares are Investors elect to be registered pursuant to Section 7.01 or 7.02exercise their registration rights, the Company covenants and agrees that it shall the Company will use its reasonable best efforts to effect the registration and cooperate in the sale of the Registration Shares to be registered (the "Registered Shares") and shall will as expeditiously as possible:
(ia) (A) within 90 days prepare and file with the SEC a registration statement with respect to the Registration Shares (as well as any necessary amendments or supplements thereto) (a "REGISTRATION STATEMENTRegistration Statement") which Registration Statement will state that the holders of Registration Shares covered thereby may sell such Registration Shares either under such Registration Statement or pursuant to Rule 144 (or any similar rule then in effect), and (B) use its reasonable best efforts to cause the such Registration Statement to become effective; PROVIDED, HOWEVER, that the Company may extend such 90 day period for not more than an additional 90 days if (I) such delay would relieve the Company of the obligation to include any interim financial statements in the Registration Statement or (II) the Company would be required to disclose in the Registration Statement any material nonpublic information and the Company concludes that the disclosure of such information would be inadvisable at that time;
(iib) prior furnish to the filing described in clause (i), furnish to each Participating Holder Investor(s) copies of the Registration Statement and any amendments or supplements thereto and any prospectus forming a part thereofthereof prior to filing, which documents shall will be subject to the review of counsel for each Participating Holder the Investors (but not approval of such counsel except with respect to any statement in the Registration Statement which relates to such Participating Holderthe Investor);
(iiic) notify each Participating Holderthe Investor, promptly after the Company shall receive notice thereof, of the time when the said Registration Statement becomes became effective or when any amendment or supplement or to any prospectus forming a part of the said Registration Statement has been filed;
(ivd) notify each Participating Holder the Investors promptly of any request by the SEC or any state securities administrator for the amending or supplementing of the such Registration Statement or prospectus or for additional information;
(ve) advise each Participating Holder the Investors after the Company shall receive notice or otherwise obtain knowledge thereof of the issuance of any order by the SEC or any state securities administrator suspending the effectiveness of the any such Registration Statement or any amendment thereto or of the initiation or threatening of any proceeding for that purpose purpose, and (B) promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if a such stop order should be issued;
(Af) prepare and file with the SEC such amendments and supplements to the such Registration Statement and the prospectus forming a part thereof as may be necessary to keep the such Registration Statement effective for the least of (i) a period of time necessary to permit each Participating Holder Investor(s) pursuant to such Registration to dispose of all its of such Registration Shares Shares, (ii) six months and (Biii) the maximum period of time permitted by law to keep effective a registration statement, and comply with the provisions of the Securities Act with respect to the disposition of all Registration Shares securities covered by the such Registration Statement during such period in accordance with the intended methods of disposition dispositions by such Participating Holder Investor(s) set forth in the such Registration Statement;
(viig) furnish to each Participating Holder the Investors such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the such Registration Statement (including any such preliminary prospectus) and such other documents as such Participating Holder the Investors may reasonably request in order to facilitate the disposition of the Registration Shares owned by such Participating HolderShares;
(viiih) use its reasonable best efforts to register or qualify such the Registration Shares under such other securities or blue sky laws of such jurisdictions as determined by the underwriters underwriter after consultation with the Company and each Participating Holder the Investors and do any and all other others acts and things which may be reasonably necessary or advisable to enable each Participating Holder the Investors to consummate the disposition in such jurisdictions of the Registration SharesShares (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 paragraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ixi) notify each Participating Holder, the Investors at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the such Registration Statement would contain contains an untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and, at the request of such Participating Holderthe Investors, prepare a supplement or amendment to the such Registration Statement so that the such Registration Statement shall notwill not contain, to the Company's knowledge, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
(x) if the Registration Shares are securities of a class then listed on a securities exchange or NASDAQ, cause the Registration Shares to be so listed; and if the Registration Shares are securities of a class not then listed on a securities exchange or NASDAQ, use its best efforts to facilitate the listing of the Registration Shares on a securities exchange or NASDAQ;
(xi) provide a transfer agent and registrar, which may be a single entity, for all the Registration Shares not later than the effective date of the Registration Statement;
(xii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other action, if any, as each Participating Holder or the underwriters shall reasonably request in order to expedite or facilitate the disposition of the Registration Shares;
(A) make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to the Registration Statement and any attorney, accountant or other agent retained by such Participating Holder or any such underwriter all financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such Participating Holder and such Persons and (B) cause the Company's officers, directors and employees to supply all information reasonably requested by such Participating Holder or any such underwriter, attorney, accountant or agent in connection with the Registration Statement;
(xiv) use its best efforts to cause the Registration Shares covered by the Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable each Participating Holder to consummate the disposition of such Registration Shares; and
(xv) obtain a comfort letter or letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as each Participating Holder may reasonably request.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ari Network Services Inc /Wi)
