Registration of Buyer Common Stock. (a) As promptly as reasonably practicable following the date hereof, Buyer shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be submitted to Seller’s shareholders at the Seller Shareholders’ Meeting. Such proxy materials shall also constitute the prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement-prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”). Seller will furnish to Buyer the information required to be included in the Registration Statement with respect to its business and affairs and shall have the right to review and consult with Buyer on the form of, and any characterizations of such information included in, the Registration Statement prior to its being filed with the SEC. Buyer shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Seller will use its reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Buyer will advise Seller, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Buyer or Seller, or any of their respective affiliates, officers or directors, should be discovered by Buyer or Seller which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that di...
Registration of Buyer Common Stock. 11.15.1 No later than the Closing Date, Buyer shall file with the SEC an “automatic shelf registration statement,” as such term is defined under Rule 405 promulgated under the Securities Act, on Form S-3 (the “Shelf Registration Statement”), that shall include a prospectus (together with any amendments or supplements thereto, the “Prospectus”) registering the public resale of the shares of Buyer Common Stock (the “Registrable Shares”) issued under this Agreement from time to time from and after the Closing Date. “Registrable Shares” shall also include securities of the Buyer issued or issuable with respect to any such shares by way of a dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.
Registration of Buyer Common Stock. Buyer shall enter into a Registration Rights Agreement with the CIS Sponsor and any other such parties with the rights to require the Buyer to register any securities of the Buyer held by such parties under the Securities Act of 1933, as amended, to terminate such demand registration rights and grant such parties piggyback registration rights, a form of which shall be mutually agreed upon by the parties prior to Closing (the “Registration Rights Agreement”).
Registration of Buyer Common Stock. Buyer covenants and agrees with the Shareholders that Buyer, at its expense and within thirty (30) days of Buyer's receipt of a written request of the Shareholders during the period commencing on and after March 31, 1996 and ending on the date which is three (3) years after the Closing Date, will use its best efforts to register the shares of Buyer Common Stock being issued to Shareholders hereunder, subject to the limitations contained in Section 6.7, under the applicable form of Registration Statement to be filed by Company under the Securities Act of 1933 and updated and maintained current for a period of three (3) years thereafter. Shareholders shall be prohibited from selling their Buyer Common Stock received hereunder until such stock is registered as provided in this Section 6.5 or qualifies for an exemption from registration under federal and state securities laws. Shareholders shall be further limited in any sales of their Buyer Common Stock received hereunder as provided in Section 6.7.
Registration of Buyer Common Stock. Buyer agrees to prepare and file with the SEC a prospectus supplement to its currently effective shelf registration statement on Form S-3 (the “Prospectus Supplement”) for the benefit of Seller covering all of the Buyer Common Stock to be issued as the Stock Purchase Price. The Prospectus Supplement shall cover resales from time to time on the New York Stock Exchange at prices current at the time of sale and shall be filed as soon as reasonably practicable after the date of this Agreement. Buyer shall provide Seller with a reasonable opportunity to review and comment on the Prospectus Supplement. The Prospectus Supplement shall become effective upon the filing thereof pursuant to Section 462(e) under the Securities Act and Buyer agrees to use its commercially reasonable best efforts to cause the Prospectus Supplement to remain effective for a period of one (1) year commencing on the Closing Date (subject to the terms of the Registration Rights Agreement).
Registration of Buyer Common Stock. Buyer understands and acknowledges that Seller intends to distribute shares of Buyer Common Stock constituting a portion of the Purchase Price at Closing to certain members and beneficial owners of CEP II, which is the parent company of Seller, as contemplated by Section 2.6(c) (the “Selling Members”). Buyer covenants and agrees to register the resales of the Buyer Common Stock by Seller and the Selling Members by filing the Registration Statement, as promptly as practicable after the Closing. Buyer shall provide Seller with a reasonable opportunity to review and comment on the Registration Statement prior to filing. Buyer shall have no obligation to include in the Registration Statement shares of Buyer Common Stock of Seller or any Selling Member who has failed to provide the information required by Section 10.1(j) or such other information that, in the opinion of counsel to Buyer, is reasonably required in order for the Registration Statement to comply with the Securities Act, including without limitation, written confirmation from Seller to Buyer of the receipt of Buyer Common Stock by Seller and each such Selling Member. If, as a result of any act or omission on the part of Buyer or the failure of Buyer to obtain the consent of Ernst & Young LLP to the filing of the Registration Statement, the Registration Statement has not been filed on or prior to 9:30 a.m. New York, New York time on October 2, 2008 (or if pursuant to Article III, the Closing Date is later than September 30, 2008, then on or prior to 9:30 a.m. New York, New York time on the second Business Day following the Closing Date), then Seller shall be entitled to a payment by Buyer with respect to the shares of Buyer Common Stock required to be registered hereunder, as liquidated damages and not as a penalty, of $1,000,000 per Business Day commencing after 9:30 a.m. New York, New York time on October 2, 2008 (or if pursuant to Article III, the Closing Date is later than September 30, 2008, then commencing on the second Business Day following the Closing Date) until the earlier of (i) the filing of the Registration Statement and (ii) such time as the Buyer Common Stock becomes eligible for resale under SEC Rule 144; provided, however, that the aggregate amount of liquidated damages payable by Buyer pursuant to this Section 13.2 shall not exceed $20,000,000; and provided further, however, that Buyer shall not be obligated to pay such liquidated damages if Buyer is unable to file (or is delayed ...
Registration of Buyer Common Stock. Buyer understands and acknowledges that Seller intends to distribute shares of Buyer Common Stock constituting a portion of the Purchase Price at Closing to certain members and beneficial owners of CEP II, which is the parent company of Seller, as contemplated by Section 2.6(c) (the “Selling Members”). Buyer covenants and agrees to register the resales of the Buyer Common Stock by Seller and the Selling Members by filing the Registration Statement, as promptly as practicable (and in any event within three Business Days) after the Closing Date. Buyer shall provide Seller with a reasonable opportunity to review and comment on the Registration Statement prior to filing. Buyer shall have no obligation to include in the Registration Statement shares of Buyer Common Stock of Seller or any Selling Member who has failed to provide the information required by Section 10.1(j) or such other information that, in the opinion of counsel to Buyer, is reasonably required in order for the Registration Statement to comply with the Securities Act.
Registration of Buyer Common Stock. Buyer shall effect the registration of the Buyer Common Stock underlying the Purchase Price in accordance with the provisions of and its obligations under the Registration Rights Agreement, which shall be in a form mutually agreed upon by the parties prior to Closing (the “Registration Rights Agreement”).
Registration of Buyer Common Stock. Buyer meets all applicable legal requirements that must be met in order to permit Buyer's registration of the sale of the Buyer Common Stock on SEC Form S-3 and Buyer's obtaining all necessary state securities law or "Blue Sky" permits and approvals required in connection with the sale of such Buyer Common Stock, and there is no fact or circumstance known to Buyer that could reasonably be expected to delay or prevent the effectiveness of such S-3 Registration Statement or the issuance or approval of such permits and approvals.
Registration of Buyer Common Stock
