Registration Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Shares, the Company shall, as expeditiously as possible: 2.8.1 prepare and file with the SEC a Registration Statement with respect to such Registrable Shares requested to be included therein (subject to the limitations hereunder) and use its best efforts to cause such Registration Statement to become effective, and, upon the request of the holders of a majority of the Registrable Shares registered thereunder, keep such Registration Statement effective for a period of up to [nine (9) months] or, if sooner, until the distribution contemplated in the Registration Statement has been completed. 2.8.2 prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement. 2.8.3 furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them. 2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 2.8.5 notify each holder of Registrable Shares covered by such Registration Statement 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 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. 2.8.6 cause all Registrable Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed. 2.8.7 provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration. 2.8.8 furnish, at the request of any Holder requesting registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares.
Appears in 2 contracts
Samples: Investors' Rights Agreement, Investors' Rights Agreement
Registration Obligations of the Company. Whenever required The Company shall:
2.1 File the Registration statement with the Commission not later than 15 days prior to the Required Effectiveness Date (determined without reference to the proviso included in the definition of such term) and thereafter use its best efforts to cause the Registration Statement to be declared effective on the Required Effectiveness Date.
2.2 Furnish to the Shareholder a copy of the Registration Statement for its review and comment not later than concurrently with the filing of the Registration Statement with the Commission.
2.3 The Company shall give notice to the Shareholder of the expected 23 effectiveness of the Registration Statement no later than the date acceleration of such effectiveness is requested of the Commission; provided, however, that in no event shall the Company have any liability for any failure to give such notice.
2.4 Include in the Registration Statement the number of each Holder's Registrable Shares for each Holder as shall be specified for such Holder pursuant to Section 3.1 hereof.
2.5 Use its best efforts to keep the Registration Statement effective until the earlier of (i) one year after the Closing Date, or (ii) such date as of which all the Selling Holders have completed the distribution or other disposition of the Registrable Shares registered under this Section 2 the Registration Statement. If the Registration Statement is terminated pursuant to effect the registration of any Registrable Sharesclause (i) above, the Company shall, as expeditiously as possible:
2.8.1 prepare and shall timely file with the SEC Commission all reports and other information required to enable all holders of Registrable Shares to Transfer such shares pursuant to Rule 144 promulgated by the Commission under the Exchange Act, as amended.
2.6 During the effectiveness of the Registration Statement, upon notice to the Company by a Selling Holder of a Transfer of Registrable Shares pursuant to the Registration Statement with respect to and receipt (i) by the Company of a certificate from such Selling Holder in the form of Annex B attached hereto, and (ii) by counsel for the Company of a certificate from such Selling Holder in the form of Annex C attached hereto, in each case representing that such Registrable Shares requested to be included therein (subject to were offered and have been Transferred by such Selling Holder in a manner consistent with the limitations hereunder) and description set under the caption "Plan of Distribution" in the Prospectus, the Company shall use its best efforts to cause such Registration Statement Registrable Shares to become effective, and, upon be reissued as soon as practicable (and not later than three Business Days following receipt by the request Company and such counsel of such certificates) in the name of the holders transferee free of a majority of any restrictive legend under the Registrable Shares registered thereunder, keep Securities Act and to take all such Registration Statement effective for a period of up to [nine (9) months] or, if sooner, until the distribution contemplated in the Registration Statement has been completed.
2.8.2 prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement actions as may be necessary reasonably required to cause its transfer agent to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statementundertakings set forth in this section.
2.8.3 furnish 2.7 Use its best efforts to amend the Holders such numbers of copies of a prospectus, including a preliminary prospectus, Registration Statement or supplement the Prospectus so that they will remain current and in conformity compliance with the requirements of the Securities ActAct for the period specified in Section 2.4 hereof, and such other documents as they may reasonably request in order use its best efforts to facilitate give the disposition of Registrable Shares owned by them.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Selling Holders notice of the happening of any event or development as a result of which the prospectus included in such Registration Statement, as then in effect, includes an Statement or Prospectus may contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading misleading. In the event that any Registrable Shares included in the light Registration Statement remain unsold at the end of the circumstances then existingperiod during which the Company is obligated to use its best efforts to maintain the effectiveness of the Registration Statement, the Company may file a post-effective amendment to the Registration Statement for the purpose of de-registering such unsold Registrable Shares.
2.8.6 cause all Registrable Shares registered pursuant hereunder 2.8 Furnish to be listed on each securities exchange on which similar securities issued by Selling Holder, without charge, such numbers of copies of the Company are then listed.
2.8.7 provide a transfer agent Registration Statement, any pre-effective or post-effective amendment thereto, the final Prospectus, and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Sharesany amendments or supplements thereto, in each case not later than in conformity with the effective date requirements of the Securities Act, and such other related documents, as each Selling Holder may 24 reasonably request in order to facilitate the Transfer of the Registrable Shares owned by such Selling Holder.
2.9 Use its best efforts to register and qualify the Registrable Shares covered by the Registration Statement under such securities laws of such registrationstates or jurisdictions as shall be reasonably requested by the Selling Holders; provided, however, that neither the Trust nor the Corporation shall be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
2.8.8 furnish, at the request 2.10 Promptly notify each Selling Holder of any Holder requesting registration stop order issued or threatened to be issued by the Commission or any of Registrable Shares pursuant the jurisdictions referred to this in Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale 2.9 hereof in connection with a registration pursuant the Registration Statement (and use its best efforts to this Section 2prevent the entry of such stop order or to remove it if entered as promptly as practicable).
2.11 Use its best efforts to cause the Registrable Shares covered by the Registration Statement, if such the Paired Shares are then listed on a securities are being sold through underwritersexchange or included for quotation in a recognized trading market, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given continue to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Sharesbe so listed or included.
Appears in 1 contract
Samples: Stock Agreement (Starwood Hotel & Resorts Worldwide Inc)
Registration Obligations of the Company. Whenever required under this Section 2 Agreement to use commercially reasonable best efforts to effect the registration of any Registrable SharesSecurities, the Company shall, as expeditiously as reasonably possible:
2.8.1 (a) prepare and file with the SEC Commission a Registration Statement with respect to registration statement covering such Registrable Shares requested to be included therein (subject to the limitations hereunder) Securities and use its best reasonable efforts to cause such Registration Statement registration statement to become effectivebe declared effective by the Commission as expeditiously as possible and to keep such registration effective until the date when all Registrable Securities covered by the registration statement have been sold; provided, andthat before filing a registration statement or prospectus or any amendments or supplements thereto, upon the Company will furnish to each Requesting Holder and the underwriters, if any, copies of all such documents proposed to be filed (excluding exhibits, unless any such Person shall specifically request exhibits in writing), which documents will be subject to the review of such Shareholders and underwriters, and the holders of Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto with the Commission if (A) a majority of requesting Shareholders reasonably object to such filing (unless such registration is pursuant to Section 3 and is in connection with a Public Offering) or (B) information in such registration statement or prospectus concerning a particular Holder has changed or is otherwise inaccurate and such Holder or the Registrable Shares registered thereunder, keep such Registration Statement effective for a period of up to [nine (9) months] orunderwriters, if soonerany, until the distribution contemplated in the Registration Statement has been completed.shall reasonably and promptly object;
2.8.2 (b) prepare and file with the SEC Commission such amendments and supplements post-effective amendments to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply keep such registration statement effective during the period referred to in subsection (a) above, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the provisions of Commission pursuant to Rule 424 under the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement.Act;
2.8.3 (c) furnish to the Holders requesting Shareholders and to each underwriter, if any, such reasonable numbers of copies of a prospectussuch registration statement, each amendment thereto, the prospectus included in such registration statement (including a each preliminary prospectus), in conformity with the requirements of the Securities Act, each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares Securities owned by them.;
2.8.4 (d) use its best efforts to register and qualify the Registrable Securities under such other securities laws of such United States jurisdictions as shall be reasonably requested by a majority of requesting Shareholders or any underwriters or, in the event of any underwritten public offeringalternative, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with to obtain exemptions from the managing underwriter registration requirements of such offering. Each Holder participating securities laws, and do any and all other acts and things which may be reasonably necessary or advisable to enable the requesting Shareholders and underwriters to consummate the disposition of the Registrable Securities owned by such Shareholders and underwriters in such underwriting jurisdictions; provided, that the Company shall also enter into and perform its obligations under not be required in connection therewith or as a condition thereto to qualify to transact business, subject itself to taxation or to file a general consent to service of process in any such an agreement.jurisdiction;
2.8.5 (e) promptly after becoming aware thereof, notify each holder of Registrable Shares covered by such Registration Statement requesting 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 prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in and, at the light request of any such Holder, the circumstances then existing.Company will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
2.8.6 (f) cause all such Registrable Shares registered pursuant hereunder Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed.listed and to take commercially reasonable efforts to attract at least two market makers to register as such with respect to such Registrable Securities with the NASD;
2.8.7 (g) provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case Securities not later than the effective date of such registration.registration statement;
2.8.8 furnish(h) enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as a majority of requesting Shareholders or the underwriters, at if any, reasonably request in order to expedite or facilitate the request disposition of such Registrable Securities;
(i) subject to compliance with such confidentiality requirements as the Company may reasonably impose, and subject to the requirements of federal and state securities laws, the rules of the NASD and the rules of any Holder securities exchange on which the Company’s securities are traded, make available for inspection by any requesting registration of Registrable Shares Holder, any underwriter participating in any disposition pursuant to this Section 2such registration statement and any attorney, on accountant or other agent retained by any such Holder or underwriter, provided, however, that the date that requesting Shareholders shall employ only one counsel, all pertinent financial and other records and pertinent corporate documents of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such Registrable Shares are delivered Holder, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) promptly notify the Holder and the underwriters, if any, of the following events and (if requested by any such Person) confirm such notification in writing: (i) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the underwriters registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents; (ii) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (iii) the issuance or written threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purpose;
(k) make reasonable efforts to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered;
(l) if reasonably requested by any underwriter or a requesting Holder in connection with any underwritten offering, promptly incorporate in a registration pursuant prospectus supplement or post-effective amendment such information as such underwriter or a majority of requesting Shareholders agree should be included therein relating to this Section 2the sale of the Registrable Securities, if such securities are including without limitation information with respect to the number of Registrable Securities being sold through underwritersto such underwriter, orthe purchase price being paid therefore by such underwriter and any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering, if and make all required filings of such securities are not prospectus supplement or post-effective amendment promptly after being sold through underwriters, on notified of the date that matters to be incorporated in such prospectus supplement or post-effective amendment;
(m) upon the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of the registration statement with respect to such securities becomes effectivethe Commission), (i) an opinionpromptly provide copies of such document to counsel for the requesting Shareholders and counsel for the underwriters, dated such dateif any, and (ii) make representatives of the Company available for discussion of such document;
(n) cooperate with the requesting Shareholders and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such lots and registered in such names as the underwriters may request at least two business days prior to any delivery of Registrable Securities to the underwriters;
(o) if necessary, provide a CUSIP number for all Registrable Securities not later than the effective date of the registration statement; and
(p) prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten offering, do the following insofar as the requesting Shareholders are concerned or affected: (i) make such representations and warranties to such Shareholders and the underwriters, if any, with respect to the Registrable Securities and the registration statement as are customarily made by issuers to holders and underwriters in primary underwritten offerings; (ii) obtain opinions of counsel representing to the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed updates thereof (which counsel and opinions shall be reasonably satisfactory to the underwriters, if any, and to the Holders a Majority of requesting registration of Registrable Shares and (iiShareholders) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to each such Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Shareholders and underwriters or their counsel; (iii) obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to such Shareholders or underwriters, if any, such letters to be in customary form and covering matters of the Holders type customarily covered in cold comfort letters by accountants and underwriters in connection with primary underwritten offerings; and (iv) deliver such documents and certificates as may be reasonably requested by a Majority of requesting registration of Registrable SharesShareholders or by the underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Dpac Technologies Corp)
Registration Obligations of the Company. Whenever required under this Section 2 In connection with the filing of a Registration Statement pursuant to effect the registration of any Registrable Shares, Paragraphs 3 and 4 the Company shall, as expeditiously as possible:
2.8.1 prepare and file with the SEC a Registration Statement with respect to such Registrable Shares requested to be included therein (subject to the limitations hereundera) and use its best Use commercially reasonable efforts to cause such Registration Statement to become effective, and, upon remain in effect until the request earlier of (i) the completion of the holders of a majority distribution of the Registrable Shares registered thereunderSecurities included in the Registration Statement, keep and (ii) one year after the date on which the Registration Statement is declared effective.
(b) Notify the Holders whose Registrable Securities are included in such Registration Statement (the "Selling Holders") as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective for date of such Registration Statement;
(c) Notify the Selling Holders, promptly after the company shall receive notice thereof, of the time when such Registration Statement became effective or when any amendment or supplement to any prospectus forming a period part of up to [nine (9) months] or, if sooner, until the distribution contemplated in the said Registration Statement has been completed.filed;
2.8.2 (d) Notify the Selling Holders promptly of any request by the SEC for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(e) During the period and under the circumstances in which the Company is obligated to keep a Registration Statement effective pursuant to this Paragraph 5, prepare and promptly file with the SEC such and promptly notify the Selling Holders of the filing of any amendments and or supplements to such Registration Statement and the or prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement.
2.8.3 furnish to the Holders such numbers of copies of a prospectuscorrect any statements or omissions if, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act of the happening of Act, any event with respect to the Company shall have occurred as a result of which the any such prospectus included in such Registration Statement, or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and, in addition, during such period, prepare and file with the light SEC, promptly upon the Selling Holders' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the circumstances then existing.Registrable Securities;
2.8.6 cause all (f) Prepare promptly upon request of the Selling Holders or any underwriters for the Selling Holders made during the period in which the Company is obligated to use its best efforts to keep a Registration Statement effective, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(g) Advise the Selling Holders promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its reasonable best efforts to prevent the issue of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(h) Use its best efforts to qualify as soon as reasonably practicable the Registrable Shares registered pursuant hereunder Securities for sale under the securities or blue sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(i) Furnish the Selling Holders, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be listed prepared pursuant hereto, all in such quantities as the Selling Holders may from time to time reasonably request;
(j) Furnish each Selling Holder with copies of such opinions of counsel and accountants' "comfort" letters as it reasonably may request with respect to the registration of its Registrable Securities, the Registration Statement covering such Registrable Securities and the financial statements included therein;
(k) Apply for listing and use its best efforts to list the Registrable Securities, if any, being registered on each any national securities exchange on which similar a class of the Company's equity securities issued by is listed (and to maintain such listing during the Company are then listed.
2.8.7 provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than pendency of the effective date of such registration.
2.8.8 furnish, at the request of any Holder requesting relevant registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, period) or, if such the Company does not have a class of equity securities are not listed on a national securities exchange, apply for qualification and use its reasonable best efforts to qualify the Registrable Securities, if any, being sold through underwriters, registered for inclusion on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, automated quotation system of the counsel representing NASD (and to maintain such qualification during the Company for pendency of the purposes relevant registration period);
(l) In connection with the preparation and filing of each Registration Statement registering Registrable Securities under the Securities Act, give the holders of Registrable Securities on whose behalf such registration, in form Registrable Securities are to be so registered and substance as is customarily given to underwriters in an underwritten public offering, addressed to the their underwriters, if any, and their respective counsel and accountants, notice of and the opportunity to participate in the preparation of such Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, and accordingly, as far in advance as practical before filing such Registration Statement or any amendment thereto, the Company will deliver to the Holders requesting registration electing to so participate copies of all such documents proposed to be filed and any such Holder shall have a reasonable opportunity to object to any information pertaining solely to such Holder that is contained therein and the Company will make the corrections reasonably requested by such Holder with respect to such information prior to filing any such Registration Statement or amendment. The Company shall also give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders and such underwriters, or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; and
(m) Make senior executives of the Company reasonably available to assist the underwriters with respect to, and accompanying the underwriters on the so-called "road show", in connection with marketing efforts for, and the distribution and sale of Registrable Shares and (ii) Securities pursuant to a letter dated such date, from the independent certified public accountants of the Company, Registration Statement in form and substance as is customarily given by independent certified public accountants to underwriters in connection with an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Diametrics Medical Inc)
Registration Obligations of the Company. Whenever required The Company shall:
2.1 File the Registration Statement with the Commission not later than 15 days rior to the Required Effectiveness Date (determined without reference to the proviso included in the definition of such term) and thereafter use its best efforts to cause the Registration Statement to be declared effective on the Required Effectiveness Date.
2.2 Furnish to the Shareholder a copy of the Registration Statement for its review and comment not later than concurrently with the filing of the Registration Statement with the Commission.
2.3 The Company shall give notice to the Shareholder of the expected effectiveness of the Registration Statement no later than the date acceleration of such effectiveness is requested of the Commission; provided, however, that in no event shall the Company have any liability for any failure to give such notice.
2.4 Include in the Registration Statement the number of each Holder's Registrable Shares for each Holder as shall be specified for such Holder pursuant to Section 3.1 hereof.
2.5 Use its best efforts to keep the Registration Statement effective until the earlier of (i) one year after the Closing Date, or (ii) such date as of which all the Selling Holders have completed the distribution or other disposition of the Registrable Shares registered under this Section 2 the Registration Statement. If the Registration Statement is terminated pursuant to effect the registration of any Registrable Sharesclause (i) above, the Company shall, as expeditiously as possible:
2.8.1 prepare and shall timely file with the SEC Commission all reports and other information required to enable all holders of Registrable Shares to Transfer such shares pursuant to Rule 144 promulgated by the Commission under the Exchange Act, as amended.
2.6 During the effectiveness of the Registration Statement, upon notice to the Company by a Selling Holder of a Transfer of Registrable Shares pursuant to the Registration Statement with respect to and receipt
(i) by the Company of a certificate from such Selling Holder in the form of Annex B attached hereto, and (ii) by counsel for the Company of a certificate from such Selling Holder in the form of Annex C attached hereto, in each case representing that such Registrable Shares requested to be included therein (subject to were offered and have been Transferred by such Selling Holder in a manner consistent with the limitations hereunder) and description set under the caption "Plan of Distribution" in the Prospectus, the Company shall use its best efforts to cause such Registration Statement Registrable Shares to become effective, and, upon be reissued as soon as practicable (and not later than three Business Days following receipt by the request Company and such counsel of such certificates) in the name of the holders transferee free of a majority of any restrictive legend under the Registrable Shares registered thereunder, keep Securities Act and to take all such Registration Statement effective for a period of up to [nine (9) months] or, if sooner, until the distribution contemplated in the Registration Statement has been completed.
2.8.2 prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement actions as may be necessary reasonably required to cause its transfer agent to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statementundertakings set forth in this section.
2.8.3 furnish 2.7 Use its best efforts to amend the Holders such numbers of copies of a prospectus, including a preliminary prospectus, Registration Statement or supplement the Prospectus so that they will remain current and in conformity compliance with the requirements of the Securities ActAct for the period specified in Section 2.4 hereof, and such other documents as they may reasonably request in order use its best efforts to facilitate give the disposition of Registrable Shares owned by them.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Selling Holders notice of the happening of any event or development as a result of which the prospectus included in such Registration Statement, as then in effect, includes an Statement or Prospectus may contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading misleading. In the event that any Registrable Shares included in the light Registration Statement remain unsold at the end of the circumstances then existingperiod during which the Company is obligated to use its best efforts to maintain the effectiveness of the Registration Statement, the Company may file a post-effective amendment to the Registration Statement for the purpose of de-registering such unsold Registrable Shares.
2.8.6 cause all Registrable Shares registered pursuant hereunder 2.8 Furnish to be listed on each securities exchange on which similar securities issued by Selling Holder, without charge, such numbers of copies of the Company are then listed.
2.8.7 provide a transfer agent Registration Statement, any pre-effective or post-effective amendment thereto, the final Prospectus, and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Sharesany amendments or supplements thereto, in each case not later than in conformity with the effective date requirements of the Securities Act, and such other related documents, as each Selling Holder may reasonably request in order to facilitate the Transfer of the Registrable Shares owned by such Selling Holder.
2.9 Use its best efforts to register and qualify the Registrable Shares covered by the Registration Statement under such securities laws of such registrationstates or jurisdictions as shall be reasonably requested by the Selling Holders; provided, however, that neither the Trust nor the Corporation shall be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
2.8.8 furnish, at the request 2.10 Promptly notify each Selling Holder of any Holder requesting registration stop order issued or threatened to be issued by the Commission or any of Registrable Shares pursuant the jurisdictions referred to this in Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale 2.9 hereof in connection with a registration pursuant the Registration Statement (and use its best efforts to this Section 2prevent the entry of such stop order or to remove it if entered as promptly as practicable).
2.11 Use its best efforts to cause the Registrable Shares covered by the Registration Statement, if such the Paired Shares are then listed on a securities are being sold through underwritersexchange or included for quotation in a recognized trading market, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given continue to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Sharesbe so listed or included.
Appears in 1 contract
Samples: Registration Rights Agreement (Aspen Enterprises International Holdings LTD)
Registration Obligations of the Company. Whenever required under this Section 2 In connection with the filing of a Registration Statement pursuant to effect the registration of any Registrable SharesParagraph 3 or 4, the Company shall, as expeditiously as possible:
2.8.1 prepare and file with the SEC a Registration Statement with respect to such Registrable Shares requested to be included therein (subject to the limitations hereundera) and use Use its reasonable best efforts to cause such Registration Statement to become effective, and, upon remain in effect until the request earlier of (i) the completion of the holders of a majority distribution of the Registrable Shares registered thereunderSecurities included in the Registration Statement, keep or (ii) two years after the date on which the Registration Statement is declared effective.
(b) Notify the Holders whose Registrable Securities are included in such Registration Statement (the "Selling Holders") as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective for date of such Registration Statement;
(c) Notify the Selling Holders, promptly after the Company shall receive notice thereof, of the time when such Registration Statement became effective or when any amendment or supplement to any prospectus forming a period part of up to [nine (9) months] or, if sooner, until the distribution contemplated in the said Registration Statement has been completed.filed;
2.8.2 (d) Notify the Selling Holders promptly of any request by the SEC for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(e) During the period in which the Company is obligated to use its reasonable best efforts to keep a Registration Statement effective pursuant to this Paragraph 4, prepare and promptly file with the SEC such and promptly notify the Selling Holders of the filing of any amendments and or supplements to such Registration Statement and the or prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement.
2.8.3 furnish to the Holders such numbers of copies of a prospectuscorrect any statements or omissions if, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act of the happening of Act, any event with respect to the Company shall have occurred as a result of which the any such prospectus included in such Registration Statement, or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and, in addition, during such period, prepare and file with the light SEC, promptly upon the Selling Holders' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the circumstances then existingRegistrable Securities;
(f) Prepare, promptly upon request of the Selling Holders or any underwriters for the Selling Holders made during the period in which the Company is obligated to use its reasonable best efforts to keep a Registration Statement effective, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(g) Advise the Selling Holders promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its reasonable best efforts to prevent the issue of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(h) Use its reasonable best efforts to qualify as soon as reasonably practicable the Registrable Securities for sale under the securities or blue sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(i) Furnish the Selling Holders, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as the Selling Holders may from time to time reasonably request; and
(j) Furnish each Selling Holder such opinions of counsel and accountants' "comfort" letters as it reasonably may request with respect to the registration of its Registrable Securities, the Registration Statement covering such Registrable Securities and the financial statements included therein.
2.8.6 cause all (k) Apply for listing and use its reasonable best efforts to list the Registrable Shares Securities, if any, being registered pursuant hereunder to be listed on each any national securities exchange on which similar a class of the Company's equity securities issued by the Company are then listed.
2.8.7 provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.
2.8.8 furnish, at the request of any Holder requesting registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, is listed or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company does not have a class of equity securities listed on a national securities exchange, apply for qualification and use its reasonable best efforts to qualify the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersRegistrable Securities, if any, and to being registered for inclusion on the Holders requesting registration of Registrable Shares and (ii) a letter dated such date, from the independent certified public accountants automated quotation system of the CompanyNational Association of Securities Dealers, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares.Inc.
Appears in 1 contract
Samples: Registration Rights Agreement (Hanover Compressor Co)
Registration Obligations of the Company. Whenever required under this Section 2 Agreement to use commercially reasonable best efforts to effect the registration of any Registrable Shares, the Company shall, as expeditiously as reasonably possible:
2.8.1 (a) prepare and file with the SEC Commission a Registration Statement with respect to registration statement covering such Registrable Shares requested to be included therein (subject to the limitations hereunder) and use its best reasonable efforts to cause such Registration Statement registration statement to become effectivebe declared effective by the Commission as expeditiously as possible and to keep such registration effective until the date when all Registrable Shares covered by the registration statement have been sold; provided, andthat before filing a registration statement or prospectus or any amendments or supplements thereto, upon the Company will furnish to Investor and the underwriters, if any, copies of all such documents proposed to be filed (excluding exhibits, unless any such person shall specifically request exhibits in writing), which documents will be subject to the review of Investor and the holders of underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto with the Commission if (A) a majority of the Registrable Shares registered thereunder, keep group constituting the Existing Holders and Investor (the “Rights Group”) reasonably object to such Registration Statement effective for filing (unless such registration is pursuant to Section 3 and is in connection with a period of up to [nine Public Offering) or (9B) months] orinformation in such registration statement or prospectus concerning Investor has changed or is otherwise inaccurate and Investor or the underwriters, if soonerany, until the distribution contemplated in the Registration Statement has been completed.shall reasonably and promptly object;
2.8.2 (b) prepare and file with the SEC Commission such amendments and supplements post-effective amendments to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply keep such registration statement effective during the period referred to in subsection (a) above, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the provisions of Commission pursuant to Rule 424 under the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement.Act;
2.8.3 (c) furnish to the Holders Investor and to each underwriter, if any, such reasonable numbers of copies of a prospectussuch registration statement, each amendment thereto, the prospectus included in such registration statement (including a each preliminary prospectus), in conformity with the requirements of the Securities Act, each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them.;
2.8.4 (d) use its best efforts to register and qualify the Registrable Shares under such other securities laws of such United States jurisdictions as shall be reasonably requested by a majority of the Rights Group or any underwriters or, in the event of any underwritten public offeringalternative, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with to obtain exemptions from the managing underwriter registration requirements of such offering. Each Holder participating securities laws, and do any and all other acts and things which may be reasonably necessary or advisable to enable Investor and underwriters to consummate the disposition of the Registrable Shares owned by Investor and underwriters in such underwriting jurisdictions; provided, that the Company shall also enter into and perform its obligations under not be required in connection therewith or as a condition thereto to qualify to transact business, subject itself to taxation or to file a general consent to service of process in any such an agreement.jurisdiction;
2.8.5 (e) promptly after becoming aware thereof, notify each holder of Registrable Shares covered by such Registration Statement Investor, 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 prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in and, at the light request of Investor, the circumstances then existing.Company will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
2.8.6 (f) cause all such Registrable Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed., to be listed on the NASD automated quotation system and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Shares with the NASD;
2.8.7 (g) provide a transfer agent and registrar for all such Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.registration statement;
2.8.8 furnish(h) enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as a majority of the Rights Group or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Shares;
(i) subject to compliance with such confidentiality requirements as the Company may reasonably impose, and subject to the requirements of federal and state securities laws, the rules of the NASD and the rules of any securities exchange on which the Company’s securities are traded, make available for inspection by Investor, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by Investor or underwriter, provided, however, that the Investor shall employ only one counsel, all pertinent financial and other records and pertinent corporate documents of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by Investor and any underwriter, attorney, accountant or agent in connection with such registration statement;
(j) promptly notify Investor and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (i) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents; (ii) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (iii) the issuance or written threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purpose;
(k) make reasonable efforts to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the request earliest possible moment the withdrawal of any Holder requesting registration such order, if entered;
(l) if reasonably requested by any underwriter or Investor in connection with any underwritten offering, promptly incorporate in a prospectus supplement or post-effective amendment such information as such underwriter or a majority of the Rights Group agree should be included therein relating to the sale of the Registrable Shares, including without limitation information with respect to the number of Registrable Shares pursuant being sold to this Section 2such underwriter, on the date that purchase price being paid therefore by such underwriter and any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Shares are delivered to be sold in such offering, and make all required filings of such prospectus supplement or post-effective amendment promptly after being notified of the underwriters for sale matters to be incorporated in connection with a such prospectus supplement or post-effective amendment;
(m) upon the filing of any document which is to be incorporated by reference into the registration pursuant to this Section 2, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on statement or the date that prospectus (after the initial filing of the registration statement with respect to such securities becomes effectivethe Commission), (i) an opinionpromptly provide copies of such document to counsel for the requesting Investor and counsel for the underwriters, dated such dateif any, and (ii) make representatives of the Company available for discussion of such document;
(n) cooperate with Investor and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold and not bearing any restrictive legends, and enable such Registrable Shares to be in such lots and registered in such names as the underwriters may request at least two business days prior to any delivery of Registrable Shares to the underwriters;
(o) if necessary, provide a CUSIP number for all Registrable Shares not later than the effective date of the registration statement; and
(p) prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten offering, do the following insofar as the requesting Investor are concerned or affected: (i) make such representations and warranties to Investor and the underwriters, if any, with respect to the Registrable Shares and the registration statement as are customarily made by issuers to holders and underwriters in primary underwritten offerings; (ii) obtain opinions of counsel representing to the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed updates thereof (which counsel and opinions shall be reasonably satisfactory to the underwriters, if any, and to the Holders requesting registration of Registrable Shares and (ii) a letter dated such date, from the independent certified public accountants majority of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, Rights Group) addressed to each of Investor and the Existing Holders and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the Rights Group and underwriters or their counsel; (iii) obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to the Existing Holders requesting registration and Investor or underwriters, if any, such letters to be in customary form and covering matters of Registrable Sharesthe type customarily covered in cold comfort letters by accountants and underwriters in connection with primary underwritten offerings; and (iv) deliver such documents and certificates as may be reasonably requested by a majority of the Rights Group or by the underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Dpac Technologies Corp)
Registration Obligations of the Company. Whenever required The Company shall:
2.1 File the Registration tatement with the Commission not later than 15 days prior to the Required Effectiveness Date (determined without reference to the proviso included in the definition of such term) and thereafter use its best efforts to cause the Registration Statement to be declared effective on the Required Effectiveness Date.
2.2 Furnish to the Shareholder a copy of the Registration Statement for its review and comment not later than concurrently with the filing of the Registration Statement with the Commission.
2.3 The Company shall give notice to the Shareholder of the expected effectiveness of the Registration Statement no later than the date acceleration of such effectiveness is requested of the Commission; provided, however, that in no event shall the Company have any liability for any failure to give such notice.
2.4 Include in the Registration Statement the number of each Holder's Registrable Shares for each Holder as shall be specified for such Holder pursuant to Section 3.1 hereof.
2.5 Use its best efforts to keep the Registration Statement effective until the earlier of (i) one year after the Closing Date, or (ii) such date as of which all the Selling Holders have completed the distribution or other disposition of the Registrable Shares registered under this Section 2 the Registration Statement. If the Registration Statement is terminated pursuant to effect the registration of any Registrable Sharesclause (i) above, the Company shall, as expeditiously as possible:
2.8.1 prepare and shall timely file with the SEC Commission all reports and other information required to enable all holders of Registrable Shares to Transfer such shares pursuant to Rule 144 promulgated by the Commission under the Exchange Act, as amended.
2.6 During the effectiveness of the Registration Statement, upon notice to the Company by a Selling Holder of a Transfer of Registrable Shares pursuant to the Registration Statement with respect to and receipt (i) by the Company of a certificate from such Selling Holder in the form of Annex B attached hereto, and (ii) by counsel for the Company of a certificate from such Selling Holder in the form of Annex C attached hereto, in each case representing that such Registrable Shares requested to be included therein (subject to were offered and have been Transferred by such Selling Holder in a manner consistent with the limitations hereunder) and description set under the caption "Plan of Distribution" in the Prospectus, the Company shall use its best efforts to cause such Registration Statement Registrable Shares to become effective, and, upon be reissued as soon as practicable (and not later than three Business Days following receipt by the request Company and such counsel of such certificates) in the name of the holders transferee free of a majority of any restrictive legend under the Registrable Shares registered thereunder, keep Securities Act and to take all such Registration Statement effective for a period of up to [nine (9) months] or, if sooner, until the distribution contemplated in the Registration Statement has been completed.
2.8.2 prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement actions as may be necessary reasonably required to cause its transfer agent to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statementundertakings set forth in this section.
2.8.3 furnish 2.7 Use its best efforts to amend the Holders such numbers of copies of a prospectus, including a preliminary prospectus, Registration Statement or supplement the Prospectus so that they will remain current and in conformity compliance with the requirements of the Securities ActAct for the period specified in Section 2.4 hereof, and such other documents as they may reasonably request in order use its best efforts to facilitate give the disposition of Registrable Shares owned by them.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act Selling Holders notice of the happening of any event or development as a result of which the prospectus included in such Registration Statement, as then in effect, includes an Statement or Prospectus may contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading misleading. In the event that any Registrable Shares included in the light Registration Statement remain unsold at the end of the circumstances then existingperiod during which the Company is obligated to use its best efforts to maintain the effectiveness of the Registration Statement, the Company may file a post-effective amendment to the Registration Statement for the purpose of deregistering such unsold Registrable Shares.
2.8.6 cause all Registrable Shares registered pursuant hereunder 2.8 Furnish to be listed on each securities exchange on which similar securities issued by Selling Holder, without charge, such numbers of copies of the Company are then listed.
2.8.7 provide a transfer agent Registration Statement, any pre-effective or post-effective amendment thereto, the final Prospectus, and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Sharesany amendments or supplements thereto, in each case not later than in conformity with the effective date requirements of the Securities Act, and such other related documents, as each Selling Holder may reasonably request in order to facilitate the Transfer of the Registrable Shares owned by such Selling Holder.
2.9 Use its best efforts to register and qualify the Registrable Shares covered by the Registration Statement under such securities laws of such registrationstates or jurisdictions as shall be reasonably requested by the Selling Holders; provided, however, that neither the Trust nor the Corporation shall be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
2.8.8 furnish, at the request 2.10 Promptly notify each Selling Holder of any Holder requesting registration stop order issued or threatened to be issued by the Commission or any of Registrable Shares pursuant the jurisdictions referred to this in Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale 2.9 hereof in connection with a registration pursuant the Registration Statement (and use its best efforts to this Section 2prevent the entry of such stop order or to remove it if entered as promptly as practicable).
2.11 Use its best efforts to cause the Registrable Shares covered by the Registration Statement, if such the Paired Shares are then listed on a securities are being sold through underwritersexchange or included for quotation in a recognized trading market, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given continue to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Sharesbe so listed or included.
Appears in 1 contract
Samples: Registration Rights Agreement (Aspen Enterprises International Holdings LTD)
Registration Obligations of the Company. Whenever required under this Section 2 In connection with the filing of a Registration Statement pursuant to effect the registration of any Registrable SharesSections 3 or 4, the Company shall, as expeditiously as possible:
2.8.1 prepare and file with the SEC a Registration Statement with respect to such Registrable Shares requested to be included therein (subject to the limitations hereundera) and use Use its best efforts to cause such Registration Statement to become effective, and, upon remain in effect until the request earlier of (i) the completion of the holders of a majority distribution of the Registrable Shares registered thereunderSecurities included in the Registration Statement, keep and (ii) one year after the date on which the Registration Statement is declared effective.
(b) Notify the Holders whose Registrable Securities are included in such Registration Statement (the "SELLING HOLDERS") as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective for date of such Registration Statement;
(c) Notify the Selling Holders, promptly after the Company shall receive notice thereof, of the time when such Registration Statement became effective or when any amendment or supplement to any prospectus forming a period part of up to [nine (9) months] or, if sooner, until the distribution contemplated in the said Registration Statement has been completed.filed;
2.8.2 (d) Notify the Selling Holders promptly of any request by the SEC for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(e) During the period in which the Company is obligated to use its best efforts to keep a Registration Statement effective pursuant to Section 5(a) above, prepare and promptly file with the SEC such and promptly notify the Selling Holders of the filing of any amendments and or supplements to such Registration Statement and the or prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement.
2.8.3 furnish to the Holders such numbers of copies of a prospectuscorrect any statements or omissions if, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act of the happening of Act, any event with respect to the Company shall have occurred as a result of which the any such prospectus included in such Registration Statement, or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and, in addition, during such period, prepare and file with the light SEC, promptly upon the Selling Holders' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the circumstances then existing.Registrable Securities;
2.8.6 cause all (f) Prepare, promptly upon request of the Selling Holders or any underwriters for the Selling Holders made during the period in which the Company is obligated to use its best efforts to keep a Registration Statement effective, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(g) Advise the Selling Holders promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(h) Use its best efforts to qualify the Registrable Shares registered pursuant hereunder Securities as soon as reasonably practicable for sale under the securities or blue sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(i) Furnish the Selling Holders, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be listed prepared pursuant hereto, all in such quantities as the Selling Holders may from time to time reasonably request;
(j) Furnish each Selling Holder with copies of such opinions of counsel and accountants' "comfort" letters as it reasonably may request with respect to the registration of its Registrable Securities, the Registration Statement covering such Registrable Securities and the financial statements included therein;
(k) Apply for listing and use its best efforts to list the Registrable Securities, if any, being registered on each any national securities exchange on which similar a class of the Company's equity securities issued by is listed (and to maintain such listing during the Company are then listed.
2.8.7 provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than pendency of the effective date of such registration.
2.8.8 furnish, at the request of any Holder requesting relevant registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, period) or, if such the Company does not have a class of equity securities are not listed on a national securities exchange, apply for qualification and use its best efforts to qualify the Registrable Securities, if any, being sold through underwriters, registered for inclusion on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, automated quotation system of the counsel representing NASD (and to maintain such qualification during the Company for pendency of the purposes relevant registration period);
(l) In connection with the preparation and filing of each Registration Statement registering Registrable Securities under the Securities Act, give the holders of Registrable Securities on whose behalf such registration, in form Registrable Securities are to be so registered and substance as is customarily given to underwriters in an underwritten public offering, addressed to the their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the Holders requesting registration preparation of such Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, and give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders and such underwriters, or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; and
(m) Make senior executives of the Company available to assist the underwriters with respect to, and accompany the underwriters on the so-called "road show", in connection with marketing efforts for, and the distribution and sale of Registrable Shares and (ii) Securities pursuant to, a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SharesRegistration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Gunther International LTD)
Registration Obligations of the Company. Whenever required under this Section 2 In connection with the filing of a Registration Statement Pursuant to effect the registration of any Registrable SharesParagraph 3, the Company shall, as expeditiously as possible:
2.8.1 prepare and file with the SEC a Registration Statement with respect to such Registrable Shares requested to be included therein (subject to the limitations hereundera) and use Use its reasonable best efforts to cause such Registration Statement to become effective, and, upon remain in effect until the request earlier of (i) the completion of the holders of a majority distribution of the Registrable Shares registered thereunderSecurities included in the Registration Statement, keep and (ii) two years after the date on which the Registration Statement is declared effective.
(b) Notify the Holders whose Registrable Securities are included in such Registration Statement (the "Selling Holders") as to the filing of the Registration Statement and of all amendments or supplements promptly after the filing of any thereof;
(c) Notify the Selling Holders, promptly after the Company shall receive notice thereof, of the time when such Registration Statement became effective for or when any amendment or supplement to any prospectus forming a period part of up to [nine (9) months] or, if sooner, until the distribution contemplated in the said Registration Statement has been completed.filed;
2.8.2 (d) Notify the Selling Holders promptly of any request by the SEC for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(e) During the period in which the Company is obligated to use its reasonable best efforts to keep a Registration Statement effective pursuant to this Paragraph 4, prepare and promptly file with the SEC such and promptly notify the Selling Holders of the filing of any amendments and or supplements to such Registration Statement and the or prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement.
2.8.3 furnish to the Holders such numbers of copies of a prospectuscorrect any statements or omissions if, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act of the happening of Act, any event with respect to the Company shall have occurred as a result of which the any such prospectus included in such Registration Statement, or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and, in addition, during such period. prepare id file with the light SEC, promptly upon the Selling Holders' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the circumstances then existing.Registrable Securities;
2.8.6 cause all (f) Prepare, promptly upon request of the Selling Holders or any underwriters for the Selling Holders made during the period in which the Company is obligated to use its reasonable best efforts to keep a Registration Statement effective, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(g) Rise the Selling Holders promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its reasonable best efforts to prevent the issue of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(h) Use its reasonable best efforts to qualify as soon as reasonably practicable the Registrable Shares registered pursuant hereunder Securities for sale under the securities or blue sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(i) Furnish the Selling Holders, as soon as available, copies of any Registration Statement and each preliminary or Final prospectus, or supplement or amendment required to be listed prepared pursuant hereto, all in such reasonable quantities as the Selling Holders may from time to time reasonably request;
(j) Furnish each Selling Holder such signed counterparts of opinions of counsel and accountants' "comfort" letters as it reasonably may request with respect to the registration of its Registrable Securities, the Registration Statement covering such Registrable Securities and the financial statements included therein; and
(k) Apply for listing and use its reasonable best efforts to list the Registrable Securities, if any, being registered on each any national securities exchange on which similar a class of the Company's equity securities issued by the Company are then listed.
2.8.7 provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration.
2.8.8 furnish, at the request of any Holder requesting registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, is listed or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company does not have a class of equity securities listed on a national securities exchange, apply for qualification and use its reasonable best efforts to qualify the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwritersRegistrable Securities, if any, and to being registered for inclusion on the Holders requesting registration of Registrable Shares and (ii) a letter dated such date, from the independent certified public accountants automated quotation system of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SharesNASD.
Appears in 1 contract
Registration Obligations of the Company. Whenever required under this Section 2 In connection with the filing of a Registration Statement pursuant to effect the registration of any Registrable Shares, Paragraphs 3 and 4 the Company shall, as expeditiously as possible:
2.8.1 prepare and file with the SEC a Registration Statement with respect to such Registrable Shares requested to be included therein (subject to the limitations hereundera) and use Use its best efforts to cause such Registration Statement to become effective, and, upon remain in effect until the request earlier of (i) the completion of the holders of a majority distribution of the Registrable Shares registered thereunderSecurities included in the Registration Statement, keep and (ii) two years after the date on which the Registration Statement is declared effective.
(b) Notify the Holder(s) whose Registrable Securities are included in such Registration Statement (the "Selling Holder(s)") as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective for date of such Registration Statement;
(c) Notify the Selling Holder(s), promptly after the company shall receive notice thereof, of the time when such Registration Statement became effective or when any amendment or supplement to any prospectus forming a period part of up to [nine (9) months] or, if sooner, until the distribution contemplated in the said Registration Statement has been completed.filed;
2.8.2 (d) Notify the Selling Holder(s) promptly of any request by the SEC for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(e) During the period in which the Company is obligated to use its reasonable best efforts to keep a Registration Statement effective pursuant to this Paragraph 5, prepare and promptly file with the SEC such and promptly notify the Selling Holder(s) of the filing of any amendments and or supplements to such Registration Statement and the or prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement.
2.8.3 furnish to the Holders such numbers of copies of a prospectuscorrect any statements or omissions if, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act of the happening of Act, any event with respect to the Company shall have occurred as a result of which the any such prospectus included in such Registration Statement, or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and, in addition, during such period, prepare and file with the light SEC, promptly upon the Selling Holder(s)' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the circumstances then existing.Registrable Securities;
2.8.6 cause all (f) Prepare promptly upon request of the Selling Holder(s) or any underwriters for the Selling Holder(s) made during the period in which the Company is obligated to use its best efforts to keep a Registration Statement effective, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(g) Advise the Selling Holder(s) promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its reasonable best efforts to prevent the issue of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(h) Use its best efforts to qualify as soon as reasonably practicable the Registrable Shares registered pursuant hereunder Securities for sale under the securities or blue sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Holder(s); provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(i) Furnish the Selling Holder(s), as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be listed prepared pursuant hereto, all in such quantities as the Selling Holder(s) may from time to time reasonably request;
(j) Furnish the Selling Holder(s) with copies of such opinions of counsel and accountants' "comfort" letters as it reasonably may request with respect to the registration of its Registrable Securities, the Registration Statement covering such Registrable Securities and the financial statements included therein;
(k) Apply for listing and use its best efforts to list the Registrable Securities, if any, being registered on each any national securities exchange on which similar a class of the Company's equity securities issued by is listed (and to maintain such listing during the Company are then listed.
2.8.7 provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than pendency of the effective date of such registration.
2.8.8 furnish, at the request of any Holder requesting relevant registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, period) or, if such the Company does not have a class of equity securities are not listed on a national securities exchange, apply for qualification and use its reasonable best efforts to qualify the Registrable Securities, if any, being sold through underwriters, registered for inclusion on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, automated quotation system of the counsel representing NASD (and to maintain such qualification during the Company for pendency of the purposes relevant registration period);
(l) In connection with the preparation and filing of each Registration Statement registering Registrable Securities under the Securities Act, give the holders of Registrable Securities on whose behalf such registration, in form Registrable Securities are to be so registered and substance as is customarily given to underwriters in an underwritten public offering, addressed to the their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the Holders requesting registration preparation of such Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders and such underwriters, or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; and
(m) Make senior executives of the Company reasonably available to assist the underwriters with respect to, and accompanying the underwriters on the so-called "road show", in connection with marketing efforts for, and the distribution and sale of Registrable Shares and (ii) Securities pursuant to a letter dated such date, from the independent certified public accountants of the Company, Registration Statement in form and substance as is customarily given by independent certified public accountants to underwriters in connection with an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares.
Appears in 1 contract
Registration Obligations of the Company. Whenever required under this Section 2 In connection with the --------------------------------------- filing of a Registration Statement pursuant to effect the registration of any Registrable SharesParagraphs 3, 4 and 5 the Company shall, as expeditiously as possible:
2.8.1 prepare and file with the SEC a Registration Statement with respect to such Registrable Shares requested to be included therein (subject to the limitations hereundera) and use Use its best efforts to cause such Registration Statement to become effective, and, upon remain in effect until the request earlier of (i) the completion of the holders of a majority distribution of the Registrable Shares registered thereunderSecurities included in the Registration Statement, keep and (ii) two years after the date on which the Registration Statement is declared effective.
(b) Notify the Holders whose Registrable Securities are included in such Registration Statement (the "Selling Holders") as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective for date of such Registration Statement;
(c) Notify the Selling Holders, promptly after the company shall receive notice thereof, of the time when such Registration Statement became effective or when any amendment or supplement to any prospectus forming a period part of up to [nine (9) months] or, if sooner, until the distribution contemplated in the said Registration Statement has been completed.filed;
2.8.2 (d) Notify the Selling Holders promptly of any request by the SEC for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(e) During the period in which the Company is obligated to use its reasonable best efforts to keep a Registration Statement effective pursuant to this Paragraph 6, prepare and promptly file with the SEC such and promptly notify the Selling Holders of the filing of any amendments and or supplements to such Registration Statement and the or prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement.
2.8.3 furnish to the Holders such numbers of copies of a prospectuscorrect any statements or omissions if, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act of the happening of Act, any event with respect to the Company shall have occurred as a result of which the any such prospectus included in such Registration Statement, or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and, in addition, during such period, prepare and file with the light SEC, promptly upon the Selling Holders' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the circumstances then existing.Registrable Securities;
2.8.6 cause all (f) Prepare promptly upon request of the Selling Holders or any underwriters for the Selling Holders made during the period in which the Company is obligated to use its best efforts to keep a Registration Statement effective, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(g) Advise the Selling Holders promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its reasonable best efforts to prevent the issue of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(h) Use its best efforts to qualify as soon as reasonably practicable the Registrable Shares registered pursuant hereunder Securities for sale under the securities or blue sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(i) Furnish the Selling Holders, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be listed prepared pursuant hereto, all in such quantities as the Selling Holders may from time to time reasonably request;
(j) Furnish each Selling Holder with copies of such opinions of counsel and accountants' "comfort" letters as it reasonably may request with respect to the registration of its Registrable Securities, the Registration Statement covering such Registrable Securities and the financial statements included therein;
(k) Apply for listing and use its best efforts to list the Registrable Securities, if any, being registered on each any national securities exchange on which similar a class of the Company's equity securities issued by is listed (and to maintain such listing during the Company are then listed.
2.8.7 provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than pendency of the effective date of such registration.
2.8.8 furnish, at the request of any Holder requesting relevant registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, period) or, if such the Company does not have a class of equity securities are not listed on a national securities exchange, apply for qualification and use its reasonable best efforts to qualify the Registrable Securities, if any, being sold through underwriters, registered for inclusion on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, automated quotation system of the counsel representing NASD (and to maintain such qualification during the Company for pendency of the purposes relevant registration period);
(l) In connection with the preparation and filing of each Registration Statement registering Registrable Securities under the Securities Act, give the holders of Registrable Securities on whose behalf such registration, in form Registrable Securities are to be so registered and substance as is customarily given to underwriters in an underwritten public offering, addressed to the their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the Holders requesting registration preparation of such Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders and such underwriters, or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; and
(m) Make senior executives of the Company reasonably available to assist the underwriters with respect to, and accompanying the underwriters on the so-called "road show", in connection with marketing efforts for, and the distribution and sale of Registrable Shares and (ii) Securities pursuant to a letter dated such date, from the independent certified public accountants of the Company, Registration Statement in form and substance as is customarily given by independent certified public accountants to underwriters in connection with an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares.
Appears in 1 contract
Registration Obligations of the Company. Whenever required under this Section 2 In connection with the --------------------------------------- filing of a Registration Statement pursuant to effect the registration of any Registrable SharesParagraphs 3 or 4, the Company shall, as expeditiously as possible:
2.8.1 prepare and file with the SEC a Registration Statement with respect to such Registrable Shares requested to be included therein (subject to the limitations hereundera) and use Use its best efforts to cause such Registration Statement to become effective, and, upon remain in effect until the request earlier of (i) the completion of the holders of a majority distribution of the Registrable Shares registered thereunderSecurities included in the Registration Statement, keep and (ii) six months after the date on which the Registration Statement is declared effective; provided, however, that the Company may suspend such effectiveness at any time -------- ------- under the circumstances, and subject to the constraints, described in Paragraph 3(d) hereof (except that the determination of potential injury to the Company or its stockholders shall be made in good faith by the Company's Board of Directors if no investment banking firm is then involved).
(b) Notify the Holders whose Registrable Securities are included in such Registration Statement (the "SELLING HOLDERS") as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective for date of such Registration Statement;
(c) Notify the Selling Holders, promptly after the Company shall receive notice thereof, of the time when such Registration Statement became effective or when any amendment or supplement to any prospectus forming a period part of up to [nine (9) months] or, if sooner, until the distribution contemplated in the said Registration Statement has been completed.filed;
2.8.2 (d) Notify the Selling Holders promptly of any request by the SEC for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(e) During the period in which the Company is obligated to use its reasonable best efforts to keep a Registration Statement effective pursuant to this Paragraph 5, prepare and promptly file with the SEC such and promptly notify the Selling Holders of the filing of any amendments and or supplements to such Registration Statement and the or prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement.
2.8.3 furnish to the Holders such numbers of copies of a prospectuscorrect any statements or omissions if, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act of the happening of Act, any event with respect to the Company shall have occurred as a result of which the any such prospectus included in such Registration Statement, or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and, in addition, during such period, prepare and file with the light SEC, promptly upon the Selling Holders' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the circumstances then existing.Registrable Securities;
2.8.6 cause all (f) Prepare, promptly upon request of the Selling Holders or any underwriters for the Selling Holders made during the period in which the Company is obligated to use its best efforts to keep a Registration Statement effective, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(g) Advise the Selling Holders promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its reasonable best efforts to prevent the issue of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(h) Use its best efforts to qualify as soon as reasonably practicable the Registrable Shares registered pursuant hereunder Securities for sale under the securities or blue sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(i) Furnish the Selling Holders, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be listed prepared pursuant hereto, all in such quantities as the Selling Holders may from time to time reasonably request;
(j) Furnish each Selling Holder with copies of such opinions of counsel and accountants' "comfort" letters as it reasonably may request with respect to the registration of its Registrable Securities, the Registration Statement covering such Registrable Securities and the financial statements included therein;
(k) Apply for listing and use its best efforts to list the Registrable Securities, if any, being registered on each any national securities exchange on which similar a class of the Company's equity securities issued by is listed (and to maintain such listing during the Company are then listed.
2.8.7 provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than pendency of the effective date of such registration.
2.8.8 furnish, at the request of any Holder requesting relevant registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, period) or, if such the Company does not have a class of equity securities are not listed on a national securities exchange, apply for qualification and use its reasonable best efforts to qualify the Registrable Securities, if any, being sold through underwriters, registered for inclusion on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, automated quotation system of the counsel representing NASD (and to maintain such qualification during the Company for pendency of the purposes relevant registration period);
(l) In connection with the preparation and filing of each Registration Statement registering Registrable Securities under the Securities Act, give the holders of Registrable Securities on whose behalf such registration, in form Registrable Securities are to be so registered and substance as is customarily given to underwriters in an underwritten public offering, addressed to the their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the Holders requesting registration preparation of such Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders and such underwriters, or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; and
(m) Make senior executives of the Company reasonably available to assist the underwriters with respect to, and accompanying the underwriters on so-called the "road show", in connection with marketing efforts for, and the distribution and sale of Registrable Shares and (ii) Securities pursuant to a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SharesRegistration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Interactive Flight Technologies Inc)
Registration Obligations of the Company. Whenever required under this Section 2 In connection with the filing of a Registration Statement pursuant to effect the registration of any Registrable Shares, Paragraphs 3 and 4 the Company shall, as expeditiously as possible:
2.8.1 prepare and file with the SEC a Registration Statement with respect to such Registrable Shares requested to be included therein (subject to the limitations hereundera) and use Use its best efforts to cause such Registration Statement to become effective, and, upon remain in effect until the request earlier of (i) the completion of the holders of a majority distribution of the Registrable Shares registered thereunderSecurities included in the Registration Statement, keep and (ii) two years after the date on which the Registration Statement is declared effective;
(b) Notify the Holder(s) whose Registrable Securities are included in such Registration Statement (the "Selling Holder(s)") as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective for date of such Registration Statement;
(c) Notify the Selling Holder(s), promptly after the company shall receive notice thereof, of the time when such Registration Statement became effective or when any amendment or supplement to any prospectus forming a period part of up to [nine (9) months] or, if sooner, until the distribution contemplated in the said Registration Statement has been completed.filed;
2.8.2 (d) Notify the Selling Holder(s) promptly of any request by the SEC for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(e) During the period in which the Company is obligated to use its reasonable best efforts to keep a Registration Statement effective pursuant to this Paragraph 5, prepare and promptly file with the SEC such and promptly notify the Selling Holder(s) of the filing of any amendments and or supplements to such Registration Statement and the or prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement.
2.8.3 furnish to the Holders such numbers of copies of a prospectuscorrect any statements or omissions if, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act of the happening of Act, any event with respect to the Company shall have occurred as a result of which the any such prospectus included in such Registration Statement, or any other prospectus as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and, in addition, during such period, prepare and file with the light SEC, promptly upon the Selling Holder(s)' written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the circumstances then existing.Registrable Securities;
2.8.6 cause all (f) Prepare promptly upon request of the Selling Holder(s) or any underwriters for the Selling Holder(s) made during the period in which the Company is obligated to use its best efforts to keep a Registration Statement effective, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act;
(g) Advise the Selling Holder(s) promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC suspending the effectiveness of any such Registration Statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose, and promptly use its reasonable best efforts to prevent the issue of any stop order or obtain its withdrawal promptly if such stop order should be issued;
(h) Use its best efforts to qualify as soon as reasonably practicable the Registrable Shares registered pursuant hereunder Securities for sale under the securities or blue sky laws of such states and jurisdictions within the United States as shall be reasonably requested by the Selling Holder(s); provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions;
(i) Furnish the Selling Holder(s), as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be listed prepared pursuant hereto, all in such quantities as the Selling Holder(s) may from time to time reasonably request;
(j) Furnish the Selling Holder(s) with copies of such opinions of counsel and accountants' "comfort" letters as it reasonably may request with respect to the registration of its Registrable Securities, the Registration Statement covering such Registrable Securities and the financial statements included therein;
(k) Apply for listing and use its best efforts to list the Registrable Securities, if any, being registered on each any national securities exchange on which similar a class of the Company's equity securities issued by is listed (and to maintain such listing during the Company are then listed.
2.8.7 provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than pendency of the effective date of such registration.
2.8.8 furnish, at the request of any Holder requesting relevant registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, period) or, if such the Company does not have a class of equity securities are not listed on a national securities exchange, apply for qualification and use its reasonable best efforts to qualify the Registrable Securities, if any, being sold through underwriters, registered for inclusion on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, automated quotation system of the counsel representing NASD (and to maintain such qualification during the Company for pendency of the purposes relevant registration period);
(l) In connection with the preparation and filing of each Registration Statement registering Registrable Securities under the Securities Act, give the holders of Registrable Securities on whose behalf such registration, in form Registrable Securities are to be so registered and substance as is customarily given to underwriters in an underwritten public offering, addressed to the their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the Holders requesting registration preparation of such Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders and such underwriters, or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; and
(m) Make senior executives of the Company reasonably available to assist the underwriters with respect to, and accompanying the underwriters on the so-called "road show", in connection with marketing efforts for, and the distribution and sale of Registrable Shares and (ii) Securities pursuant to a letter dated such date, from the independent certified public accountants of the Company, Registration Statement in form and substance as is customarily given by independent certified public accountants to underwriters in connection with an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares.
Appears in 1 contract
Registration Obligations of the Company. Whenever required under this Section 2 Agreement to use commercially reasonable best efforts to effect the registration of any Registrable SharesSecurities, the Company shall, as expeditiously as reasonably possible:
2.8.1 (a) prepare and file with the SEC Commission a Registration Statement with respect to registration statement covering such Registrable Shares requested to be included therein (subject to the limitations hereunder) Securities and use its best reasonable efforts to cause such Registration Statement registration statement to become effectivebe declared effective by the Commission as expeditiously as possible and to keep such registration effective until the date when all Registrable Securities covered by the registration statement have been sold; provided, andthat before filing a registration statement or prospectus or any amendments or supplements thereto, upon the Company will furnish to each Requesting Holder and the underwriters, if any, copies of all such documents proposed to be filed (excluding exhibits, unless any such Person shall specifically request exhibits in writing), which documents will be subject to the review of such Shareholders and underwriters, and the holders of Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto with the Commission if (A) a majority of requesting Shareholders reasonably object to such filing (unless such registration is pursuant to Section 3 and is in connection with a Public Offering) or (B) information in such registration statement or prospectus concerning a particular Holder has changed or is otherwise inaccurate and such Holder or the Registrable Shares registered thereunder, keep such Registration Statement effective for a period of up to [nine (9) months] orunderwriters, if soonerany, until the distribution contemplated in the Registration Statement has been completed.shall reasonably and promptly object;
2.8.2 (b) prepare and file with the SEC Commission such amendments and supplements post-effective amendments to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply keep such registration statement effective during the period referred to in subsection (a) above, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the provisions of Commission pursuant to Rule 424 under the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement.Act;
2.8.3 (c) furnish to the Holders requesting Shareholders and to each underwriter, if any, such reasonable numbers of copies of a prospectussuch registration statement, each amendment thereto, the prospectus included in such registration statement (including a each preliminary prospectus), in conformity with the requirements of the Securities Act, each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares Securities owned by them.;
2.8.4 (d) use its best efforts to register and qualify the Registrable Securities under such other securities laws of such United States jurisdictions as shall be reasonably requested by a majority of requesting Shareholders or any underwriters or, in the event of any underwritten public offeringalternative, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with to obtain exemptions from the managing underwriter registration requirements of such offering. Each Holder participating securities laws, and do any and all other acts and things which may be reasonably necessary or advisable to enable the requesting Shareholders and underwriters to consummate the disposition of the Registrable Securities owned by such Shareholders and underwriters in such underwriting jurisdictions; provided, that the Company shall also enter into and perform its obligations under not be required in connection therewith or as a condition thereto to qualify to transact business, subject itself to taxation or to file a general consent to service of process in any such an agreement.jurisdiction;
2.8.5 (e) promptly after becoming aware thereof, notify each holder of Registrable Shares covered by such Registration Statement requesting 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 prospectus included in such Registration Statement, as then in effect, includes registration statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in and, at the light request of any such Holder, the circumstances then existing.Company will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
2.8.6 (f) cause all such Registrable Shares registered pursuant hereunder Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed., to be listed on the NASD automated quotation system and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
2.8.7 (g) provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case Securities not later than the effective date of such registration.registration statement;
2.8.8 furnish(h) enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as a majority of requesting Shareholders or the underwriters, at if any, reasonably request in order to expedite or facilitate the request disposition of such Registrable Securities;
(i) subject to compliance with such confidentiality requirements as the Company may reasonably impose, and subject to the requirements of federal and state securities laws, the rules of the NASD and the rules of any Holder securities exchange on which the Company’s securities are traded, make available for inspection by any requesting registration of Registrable Shares Holder, any underwriter participating in any disposition pursuant to this Section 2such registration statement and any attorney, on accountant or other agent retained by any such Holder or underwriter, provided, however, that the date that requesting Shareholders shall employ only one counsel, all pertinent financial and other records and pertinent corporate documents of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such Registrable Shares are delivered Holder, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) promptly notify the requesting Shareholders and the underwriters, if any, of the following events and (if requested by any such Person) confirm such notification in writing: (i) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the underwriters registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents; (ii) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (iii) the issuance or written threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purpose;
(k) make reasonable efforts to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered;
(l) if reasonably requested by any underwriter or a requesting Holder in connection with any underwritten offering, promptly incorporate in a registration pursuant prospectus supplement or post-effective amendment such information as such underwriter or a majority of requesting Shareholders agree should be included therein relating to this Section 2the sale of the Registrable Securities, if such securities are including without limitation information with respect to the number of Registrable Securities being sold through underwritersto such underwriter, orthe purchase price being paid therefore by such underwriter and any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering, if and make all required filings of such securities are not prospectus supplement or post-effective amendment promptly after being sold through underwriters, on notified of the date that matters to be incorporated in such prospectus supplement or post-effective amendment;
(m) upon the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of the registration statement with respect to such securities becomes effectivethe Commission), (i) an opinionpromptly provide copies of such document to counsel for the requesting Shareholders and counsel for the underwriters, dated such dateif any, and (ii) make representatives of the Company available for discussion of such document;
(n) cooperate with the requesting Shareholders and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such lots and registered in such names as the underwriters may request at least two business days prior to any delivery of Registrable Securities to the underwriters;
(o) if necessary, provide a CUSIP number for all Registrable Securities not later than the effective date of the registration statement; and
(p) prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten offering, do the following insofar as the requesting Shareholders are concerned or affected: (i) make such representations and warranties to such Shareholders and the underwriters, if any, with respect to the Registrable Securities and the registration statement as are customarily made by issuers to holders and underwriters in primary underwritten offerings; (ii) obtain opinions of counsel representing to the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed updates thereof (which counsel and opinions shall be reasonably satisfactory to the underwriters, if any, and to the Holders a Majority of requesting registration of Registrable Shares and (iiShareholders) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to each such Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Shareholders and underwriters or their counsel; (iii) obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to such Shareholders or underwriters, if any, such letters to be in customary form and covering matters of the Holders type customarily covered in cold comfort letters by accountants and underwriters in connection with primary underwritten offerings; and (iv) deliver such documents and certificates as may be reasonably requested by a Majority of requesting registration of Registrable SharesShareholders or by the underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company.
Appears in 1 contract
Registration Obligations of the Company. Whenever required under this Section 2 In connection with any Demand Registration or Piggyback Registration, the Company shall use commercially reasonable efforts to effect the registration of any Registrable Sharesregistration, which efforts shall include the Company shall, as expeditiously as possiblefollowing:
2.8.1 (a) The Company shall prepare and file with the SEC a the Registration Statement promptly following receipt of request from BellSouth and in no event later than sixty (60) days following receipt of such request. The Company shall file such post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with respect to such applicable regulations issued under the Securities Act, as would permit or facilitate the sale or distribution of all of the Registrable Shares requested to be included therein Securities.
(subject to the limitations hereunderb) and The Company shall use its best commercially reasonable efforts to cause any such Registration Statement to become effective, and, upon the request of the holders of a majority of the Registrable Shares registered thereunder, keep such Registration Statement be declared effective for a period of up to [nine (9) months] or, if sooner, until the distribution contemplated in the Registration Statement has been completedas expeditiously as reasonably possible.
2.8.2 (c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares securities covered by such Registration StatementStatement and notify BellSouth of the filing and effectiveness of such Registration Statement and any amendments or supplements.
2.8.3 (d) The Company shall furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Securities Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they BellSouth may reasonably request require in order to facilitate the disposition of Registrable Shares Securities owned by themBellSouth.
2.8.4 in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting (e) The Company shall also enter into and perform its obligations under such an agreement.
2.8.5 notify each holder of Registrable Shares covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act BellSouth immediately of the happening of any event as a result of which the prospectus (including any supplements thereto or thereof) 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 use its best efforts to promptly update and/or correct such prospectus.
2.8.6 cause all Registrable Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued (f) The Company shall notify BellSouth immediately of the issuance by the SEC or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company are then listed.
2.8.7 provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Sharesshall use commercially reasonable efforts to prevent the issuance of any stop order and, in each case not later than if any stop order is issued, to obtain the effective date of such registration.
2.8.8 furnish, lifting thereof at the request of any Holder requesting registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Sharesearliest possible time.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Numerex Corp /Pa/)
