Registration Obligations and Procedures. a) As soon as practicable after the date of this Agreement, the Company will file a Registration Statement on Form S-3 covering the sale of the Restricted Stock by Xx. Xxxx and will use commercially reasonable efforts to cause the US Securities and Exchange Commission (the “SEC”) to declare such Registration Statement effective. Before filing such Registration Statement, the Company shall provide or otherwise make available to Xx. Xxxx copies of such Registration Statement proposed to be filed. The Company will promptly notify Xx. Xxxx of the SEC declaring the Registration Statement effective. b) During the Effectiveness Period, the Company will at its expense (except as otherwise specified in Section 5) with respect to the Registration Statement: i) prepare and file with the SEC such amendments and supplements with respect to the Company to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective as required under this Agreement; ii) take such reasonable action as may be necessary so that: (A) the Registration Statement and the prospectus and any amendments or supplements thereto (and each report or other document incorporated therein by reference) comply in all material respects with the Securities Act and the Exchange Act; (B) the Registration Statement and any amendment thereto do not, when they become effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (B) the Prospectus, and any amendment or supplement to the prospectus, does not, as of its date, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; iii) notify Xx. Xxxx in writing at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the Corporation’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, and prepare and furnish to Xx. Xxxx a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the prospective buyers of such Restricted Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; iv) notify Xx. Xxxx in writing (A) when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (B) of the receipt of any comments from the SEC, (C) of any request of the SEC to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (D) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes; v) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible time; vi) take all reasonable actions necessary to ensure that the Restricted Stock is listed and available for quotation on The Nasdaq Global Market or such other market as may be the principal market on which the Common Stock is quoted or listed; vii) except during the Suspension Period that applies to a Suspension Event described in definition 1.g.(i) above, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any person to purchase any such security or right, if such bid, purchase or attempt would, due to the restrictions of Regulation M, in any way limit the right of Xx. Xxxx to sell the Restricted Stock..
Appears in 1 contract
Registration Obligations and Procedures. a(i) As soon If, after filing the Registration Statement as practicable after the date of this Agreementset forth in Section 2(a), the Company will file Board determines that the offering under such Registration Statement would materially and adversely affect a pending or proposed transaction by the Partnership, then the Partnership shall have the right to suspend the use of a Registration Statement on Form S-3 covering for a period of not more than forty-five (45) days in succession. The Partnership shall not be permitted to provide such notice more than twice in any three hundred sixty (360) day period. In the sale case of an event that causes the Partnership to suspend the use of a Registration Statement (a “Suspension Event”), the Partnership shall give a notice to the Holders (a “Suspension Notice”) to suspend sales of the Restricted Stock Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement at any time after it has received a Suspension Notice and prior to receipt of an End of Suspension Notice (as defined below). The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement following further written notice to such effect (an “End of Suspension Notice”) from the Partnership, which End of Suspension Notice shall be given by Xx. Xxxx and will the Partnership to the Holders promptly following the conclusion of any Suspension Event or its effect.
(ii) In connection with the Partnership’s registration obligations under Section 2(a), the Partnership shall use its commercially reasonable efforts to cause effect such registration to permit the US offer and transfer of such Registrable Securities as expeditiously as reasonably practicable, and Exchange Commission (the “SEC”) to declare such Registration Statement effective. Before filing such Registration Statementin connection therewith, the Company shall provide or otherwise make available to Xx. Xxxx copies of such Registration Statement proposed to be filed. The Company will promptly notify Xx. Xxxx of the SEC declaring the Registration Statement effective.
b) During the Effectiveness Period, the Company will at its expense (except as otherwise specified in Section 5) with respect to the Registration StatementPartnership shall:
i(A) prepare and file the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing with the SEC such amendments and supplements with respect to the Company to such a Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective as required under this Agreement;
ii) take such reasonable action as may be necessary so that: (A) the Registration Statement and the prospectus and or prospectus, or any amendments or supplements thereto (and each report or other document incorporated therein by reference) comply in thereto, furnish to the Holders copies of all material respects with the Securities Act and the Exchange Act; documents prepared to be filed;
(B) promptly notify the Holders and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Partnership (A) when the applicable Registration Statement and or any amendment thereto do not, when they become has been filed or becomes effective, contain an untrue statement of a material fact and the applicable prospectus or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (B) the Prospectus, and any amendment or supplement to the prospectus, does not, as of its date, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
iii) notify Xx. Xxxx in writing at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the Corporation’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, and prepare and furnish to Xx. Xxxx a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the prospective buyers of such Restricted Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
iv) notify Xx. Xxxx in writing (A) when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have has been filed, (B) of the receipt of any comments from (written or oral) by the SECSEC or any request (written or oral) by the SEC or any other governmental authority for amendments or supplements to such Registration Statement, such prospectus, or for any additional information, (C) of any request of the SEC to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (D) of the issuance by the SEC of any stop order suspending the effectiveness of the such Registration Statement or of Statement, any order preventing or suspending the use of any preliminary or final prospectus, or the initiation or threatening of any proceedings for such purposes and (D) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Registration Statement Registrable Securities for offering or sale transfer in any jurisdiction, jurisdiction or of the institution initiation or threatening of any proceedings proceeding for such purpose;
(1) promptly notify the Holders when the Partnership becomes aware of the occurrence of any event as a result of which the applicable Registration Statement or the prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such prospectus and any preliminary prospectus, in light of the circumstances under which they were made) not misleading, or if for any of other reason it shall be necessary during such purposestime period to amend or supplement such Registration Statement or prospectus in order to comply with the Securities Act, and (2) in either case, as quickly as possible thereafter using all commercially reasonable efforts, prepare and file with the SEC, and furnish without charge to the Holders, an amendment or supplement to such Registration Statement or prospectus that will correct such statement or omission or effect such compliance;
v(D) make every use its commercially reasonable effort efforts to prevent or obtain the issuance withdrawal of any stop order suspending the effectiveness of the Registration Statement or of any other order preventing or suspending the use of any preliminary or final prospectus;
(E) promptly (A) incorporate in a prospectus andsupplement or post- effective amendment such information as the Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities and (B) make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(F) furnish to the Holders, without charge, as many conformed copies as the Holders may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(G) deliver to the Holders, without charge, as many copies of the applicable prospectus (including each preliminary prospectus) and any amendment or supplement thereto as the Holders may reasonably request (it being understood that the Partnership consents to the use of such prospectus or any amendment or supplement thereto by the Holders in connection with the offering and transfer of the Registrable Securities covered by such prospectus or any amendment or supplement thereto) and such other documents as the Holders may reasonably request in order to facilitate the transfer of the Registrable Securities by the Holders;
(H) in connection with any transfer of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with the Holders to (A) facilitate the timely preparation and delivery of certificates representing Registrable Securities to be transferred and not bearing any restrictive Securities Act legends and (B) register such Registrable Securities in such denominations and such names as the Investors may request at least two (2) Business Days prior to such transfer of Registrable Securities; provided that the Partnership may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;
(I) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any, on which any such order is issued, to obtain of the withdrawal Partnership’s securities are then listed or quoted and on each inter-dealer quotation system on which any of any such order at the earliest possible timePartnership’s securities are then quoted;
vi(J) take provide and cause to be maintained a transfer agent and registrar for all reasonable actions necessary Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(K) cause all Registrable Securities covered by the applicable Registration Statement to ensure that the Restricted Stock is be listed and available for quotation on The Nasdaq Global Market or such other market as may be the principal market each securities exchange on which any of the Common Stock is Partnership’s securities are then listed or quoted or listed;and on each inter-dealer quotation system on which any of the Partnership’s securities are then quoted; and
vii(L) except during comply with all requirements of the Suspension Period that applies to a Suspension Event described in definition 1.g.(i) aboveSecurities Act, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any person to purchase any such security or rightExchange Act and other applicable laws, if such bidrules and regulations, purchase or attempt would, due to the restrictions of Regulation M, in any way limit the right of Xx. Xxxx to sell the Restricted Stock..as well as all applicable stock exchange rules.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (USD Partners LP)
Registration Obligations and Procedures. a(i) As soon If, after filing the Registration Statement as practicable after the date of this Agreementset forth in Section 2(a), the Company will file Board determines that the offering under such Registration Statement would materially and adversely affect a pending or proposed transaction by the Partnership, then the Partnership shall have the right to suspend the use of a Registration Statement on Form S-3 covering for a period of not more than forty-five (45) days in succession. The Partnership shall not be permitted to provide such notice more than twice in any three hundred sixty (360) day period. In the sale case of an event that causes the Partnership to suspend the use of a Registration Statement (a “Suspension Event”), the Partnership shall give a notice to the Holders (a “Suspension Notice”) to suspend sales of the Restricted Stock Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Holders shall not effect any sales of the Registrable Securities pursuant to such Registration Statement at any time after it has received a Suspension Notice and prior to receipt of an End of Suspension Notice (as defined below). The Holders may recommence effecting sales of the Registrable Securities pursuant to the Registration Statement following further written notice to such effect (an “End of Suspension Notice”) from the Partnership, which End of Suspension Notice shall be given by Xx. Xxxx and will the Partnership to the Holders promptly following the conclusion of any Suspension Event or its effect.
(ii) In connection with the Partnership’s registration obligations under Section 2(a), the Partnership shall use its commercially reasonable efforts to cause effect such registration to permit the US offer and transfer of such Registrable Securities as expeditiously as reasonably practicable, and Exchange Commission (in connection therewith, the “SEC”) to declare such Registration Statement effective. Before filing such Partnership shall: prepare and file the required Registration Statement, including all exhibits and financial statements required under the Company shall provide or otherwise make available to Xx. Xxxx copies of such Registration Statement proposed Securities Act to be filed. The Company will promptly notify Xx. Xxxx of the SEC declaring the Registration Statement effective.
b) During the Effectiveness Periodfiled therewith, the Company will at its expense (except as otherwise specified in Section 5) with respect to the Registration Statement:
i) prepare and file before filing with the SEC such amendments and supplements with respect to the Company to such a Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective as required under this Agreement;
ii) take such reasonable action as may be necessary so that: (A) the Registration Statement and the prospectus and or prospectus, or any amendments or supplements thereto thereto, furnish to the Holders copies of all documents prepared to be filed; promptly notify the Holders and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Partnership (and each report or other document incorporated therein by referenceA) comply in all material respects with when the Securities Act and the Exchange Act; (B) the applicable Registration Statement and or any amendment thereto do not, when they become has been filed or becomes effective, contain an untrue statement of a material fact and the applicable prospectus or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (B) the Prospectus, and any amendment or supplement to the prospectus, does not, as of its date, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
iii) notify Xx. Xxxx in writing at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the Corporation’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, and prepare and furnish to Xx. Xxxx a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the prospective buyers of such Restricted Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
iv) notify Xx. Xxxx in writing (A) when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the prospectus or any amendment to the prospectus shall have has been filed, (B) of the receipt of any comments from (written or oral) by the SECSEC or any request (written or oral) by the SEC or any other governmental authority for amendments or supplements to such Registration Statement, such prospectus, or for any additional information, (C) of any request of the SEC to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (D) of the issuance by the SEC of any stop order suspending the effectiveness of the such Registration Statement or of Statement, any order preventing or suspending the use of any preliminary or final prospectus, or the initiation or threatening of any proceedings for such purposes and (D) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Registration Statement Registrable Securities for offering or sale transfer in any jurisdiction, jurisdiction or of the institution initiation or threatening of any proceedings proceeding for such purpose;
(1) promptly notify the Holders when the Partnership becomes aware of the occurrence of any event as a result of which the applicable Registration Statement or the prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such prospectus and any preliminary prospectus, in light of the circumstances under which they were made) not misleading, or if for any of other reason it shall be necessary during such purposes;
vtime period to amend or supplement such Registration Statement or prospectus in order to comply with the Securities Act, and (2) make every in either case, as quickly as possible thereafter using all commercially reasonable effort efforts, prepare and file with the SEC, and furnish without charge to the Holders, an amendment or supplement to such Registration Statement or prospectus that will correct such statement or omission or effect such compliance; use its commercially reasonable efforts to prevent or obtain the issuance withdrawal of any stop order suspending the effectiveness of the Registration Statement or of any other order preventing or suspending the use of any preliminary or final prospectus; promptly (A) incorporate in a prospectus andsupplement or post- effective amendment such information as the Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities and (B) make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; furnish to the Holders, without charge, as many conformed copies as the Holders may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); deliver to the Holders, without charge, as many copies of the applicable prospectus (including each preliminary prospectus) and any amendment or supplement thereto as the Holders may reasonably request (it being understood that the Partnership consents to the use of such prospectus or any amendment or supplement thereto by the Holders in connection with the offering and transfer of the Registrable Securities covered by such prospectus or any amendment or supplement thereto) and such other documents as the Holders may reasonably request in order to facilitate the transfer of the Registrable Securities by the Holders; in connection with any transfer of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with the Holders to (A) facilitate the timely preparation and delivery of certificates representing Registrable Securities to be transferred and not bearing any restrictive Securities Act legends and (B) register such Registrable Securities in such denominations and such names as the Investors may request at least two (2) Business Days prior to such transfer of Registrable Securities; provided that the Partnership may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System; cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any such order is issuedany, to obtain the withdrawal of any such order at the earliest possible time;
vi) take all reasonable actions necessary to ensure that the Restricted Stock is listed and available for quotation on The Nasdaq Global Market or such other market as may be the principal market on which any of the Common Stock is Partnership’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Partnership’s securities are then quoted; provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Partnership’s securities are then listed or listed;
vii) except during quoted and on each inter-dealer quotation system on which any of the Suspension Period that applies to a Suspension Event described in definition 1.g.(i) abovePartnership’s securities are then quoted; and comply with all requirements of the Securities Act, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any person to purchase any such security or rightExchange Act and other applicable laws, if such bidrules and regulations, purchase or attempt would, due to the restrictions of Regulation M, in any way limit the right of Xx. Xxxx to sell the Restricted Stock..as well as all applicable stock exchange rules.
Appears in 1 contract
Registration Obligations and Procedures. a(i) As soon as practicable after the date Notwithstanding any other provision of this Agreement, the Company will Corporation shall not be required to file a Registration Statement on Form S-3 covering (or any amendment thereto) or effect a Shelf Underwritten Offering (or, if the sale of the Restricted Stock by Xx. Xxxx and will use commercially reasonable efforts to cause the US Securities and Exchange Commission (the “SEC”) to declare such Registration Statement effective. Before filing such Registration Statement, the Company shall provide or otherwise make available to Xx. Xxxx copies of such Registration Statement proposed to be filed. The Company will promptly notify Xx. Xxxx of the SEC declaring the Registration Statement effective.
b) During the Effectiveness Period, the Company will at its expense (except as otherwise specified in Section 5) with respect to the Registration Statement:
i) prepare and file with the SEC such amendments and supplements with respect to the Company to such Corporation has filed a Shelf Registration Statement and has included Registrable Securities therein, the prospectus used Corporation shall, upon written notice to each Investor whose Registrable Securities are included in connection therewith as may be necessary to keep the Shelf Registration Statement continuously effective as required under this Agreement;
ii(provided that in no event shall such notice contain any material, non-public information regarding the Corporation or any of its subsidiaries) take suspend such reasonable action as Investor’s use of any prospectus which is a part of the Shelf Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant to such registration statement but such Investor may be necessary so that: settle any contracted sales of Registrable Securities)) for a period of up to 60 days, if (A) the Registration Statement Board determines that a postponement is in the best interest of the Corporation and its stockholders generally due to a pending transaction involving the prospectus and any amendments or supplements thereto (and each report or other document incorporated therein by reference) comply in all material respects with the Securities Act and the Exchange Act; Corporation, (B) the Board determines such registration would render the Corporation unable to comply with applicable securities laws or (C) the Board determines such registration would require disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential (any such period, a “Blackout Period”); provided, however, that in no event shall any Blackout Periods together with any Suspension Periods collectively exceed an aggregate of 120 days in any 12 month period; provided, further, however, that in no event shall the Corporation be entitled to delay the filing of a Registration Statement and or suspend the use of an effective Shelf Registration Statement solely to permit the Corporation to engage in a sale of Stock pursuant to a Corporation Registration.
(ii) In addition to its obligations elsewhere in this Section 3, in connection with a Shelf Underwritten Offering, the Corporation will:
A. furnish to each Investor as far in advance as reasonably practicable before filing a Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto do notthereto, when they become effective, contain an untrue statement copies of a material fact or omit to state a material fact required reasonably complete drafts of all such documents proposed to be stated filed (including exhibits and each document incorporated by reference therein or necessary to the extent then required by the rules and regulations of the SEC), and provide each such Investor the opportunity to object to any information pertaining to such Investor and its plan of distribution that is contained therein and make the statements therein, in light of the circumstances under which they were made, not misleading; and (B) the Prospectus, and any amendment corrections reasonably requested by such Investor with respect to such information prior to filing such Statement or such other registration statement or supplement to the prospectus, does not, as of its date, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingamendment thereto;
iii) B. promptly notify Xx. Xxxx in writing each Investor, at any time when a prospectus relating to the Registration Statement thereto is required to be delivered under the Securities Act, of the Corporation’s becoming aware that (i) the prospectus included or prospectus supplement contained in such a Registration StatementStatement or any other registration statement contemplated by this Agreement, as then in effect, includes including an untrue statement of a material fact or omits omitting to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, and prepare and furnish to Xx. Xxxx a reasonable number misleading (in the case of copies of an amended or supplemental any prospectus as may be necessary so that, as thereafter delivered to the prospective buyers of such Restricted 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 contained therein, in the light of the circumstances under which they were a statement is made, not misleading;
iv); (ii) notify Xx. Xxxx in writing (A) when any post-effective amendment to the Registration Statement shall have become effective, issuance or any supplement to the prospectus or any amendment to the prospectus shall have been filed, (B) threat of the receipt of any comments from the SEC, (C) of any request of the SEC to amend the Registration Statement or amend or supplement the prospectus or for additional information, and (D) of the issuance by the SEC of any stop order suspending the effectiveness of the a Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any order preventing proceeding for that purpose; or suspending (iii) the use receipt by the Corporation of any prospectus, or of notification with respect to the suspension of the qualification of any Stock for sale under the applicable securities or blue sky laws of any jurisdiction;
C. subject to appropriate confidentiality obligations, and upon request of any Investor, furnish to each Investor copies of any and all transmittal letters or other correspondence with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Stock;
D. furnish upon request, (i) an opinion of counsel for the Corporation dated the date of the closing under the underwriting agreement in a form customarily delivered in connection with Underwritten Offerings, and (ii) a “comfort” letter, dated the pricing date of such Underwritten Offering and a letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants (and, if applicable, independent reserve engineers) who have certified the Corporation’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) as have been customarily covered in opinions of issuer’s counsel and in accountants’ (and, if applicable, independent reserve engineers) letters delivered to the underwriters in Underwritten Offerings of securities by the Corporation and such other matters as such underwriters and Investors participating in any such Underwritten Offering may reasonably request;
E. execute customary lock-up letters with appropriate exceptions for a period not to exceed the lesser of (i) 45 days after the pricing of the Shelf Underwritten Offering or (ii) such period agreed to by the Requesting Investor; F. otherwise use its commercially reasonable 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, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
G. make available to the appropriate representatives of the managing underwriter and Investors access to such information and the Corporation personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act, provided that the Corporation need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Corporation reasonably satisfactory to the Corporation;
H. use its commercially reasonable efforts to cause all such Common Stock registered pursuant to this Agreement to be listed on any of the principal markets on which similar securities issued by the Corporation are then listed;
I. cause the Common Stock to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Corporation to enable the Investors to consummate the disposition of such Common Stock; J. participate in “road shows” and other marketing efforts as reasonably requested by the Requesting Investors;
K. if any Investor could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the Registration Statement in respect of any registration of Registrable Securities of such Investor pursuant to this Agreement, and any amendment or supplement thereof, then, until the Effectiveness Period ends, cooperate with such Investor in allowing such Investor to conduct customary “underwriter’s due diligence” with respect to the Corporation and satisfy its obligations in respect thereof; and
L. provide a transfer agent and registrar for offering or sale in any jurisdictionall Common Stock covered by such Registration Statement not later than the effective date of such Registration Statement. Each Investor, or upon receipt of notice from the Corporation of the institution or threatening happening of any proceedings for any event of such purposes;
v) make every reasonable effort to prevent the issuance kind described in Section 3(c)(ii)(B), shall forthwith discontinue offers and sales of any stop order suspending the effectiveness of Common Stock under the Registration Statement until such Investor’s receipt of the copies of the supplemented or of any order preventing amended prospectus contemplated by Section (c)(ii)(B) or suspending until it is advised in writing by the Corporation that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus (the period during which such offers and sales are so discontinued, a “Suspension Period”), and, if any so directed by the Corporation, such order is issuedInvestor will, or will request the managing underwriter or underwriters, if any, to obtain deliver to the withdrawal of any such order Corporation (at the earliest possible time;
viCorporation’s expense) take all reasonable actions necessary to ensure that copies in their possession or control, other than permanent file copies then in such Investor’s possession, of the Restricted Stock is listed and available for quotation on The Nasdaq Global Market or prospectus covering such other market as may be Registrable Securities current at the principal market on which the Common Stock is quoted or listed;
vii) except during the Suspension Period that applies to a Suspension Event described in definition 1.g.(i) above, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any person to purchase any time of receipt of such security or right, if such bid, purchase or attempt would, due to the restrictions of Regulation M, in any way limit the right of Xx. Xxxx to sell the Restricted Stock..notice.
Appears in 1 contract
