Registration of Parent Shares. (a) Form S-3. The Parent represents that it is eligible to use Form S-3 under the Securities Act to effect registration of shares of Parent Common Stock issued to the Company Stockholders pursuant to Sections 1.6(b)(i) and (iii) of the Merger Agreement (the "Registrable Securities") for resale by the Company Stockholders. The Parent will use its best efforts to effect the registration and qualification of the Registrable Securities and in connection therewith, the Parent shall: (i) prepare and file with the Securities and Exchange Commission (the "Commission") within sixty (60) days of the Closing Date, and use its best efforts to cause to become effective as soon as possible thereafter, a registration statement on Form S-3 (or any successor or other appropriate form) under the Securities Act of 1933, as amended (the "Securities Act") permitting the Registrable Securities to be offered for resale by the Company Stockholders; (ii) prepare and file with the Commission, such amendments and supplements to such registration statement and the prospectus used in connection therewith, as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Company Stockholders set forth in such registration statement or until December 31, 2001; (iii) furnish to each Company Stockholder, who is a holder of such Registrable Securities (each individually a "Holder") and to any underwriter of such Registrable Securities, such number of conformed copies of such registration statement and of each such amendment and supplement thereto, such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) or filed under Rule 424(b) or Rule 424(c) under the Securities Act, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as any Holder or any such underwriter may reasonably request; (iv) use its best efforts (1) to list all Registrable Securities covered by such registration statement on The Nasdaq National Market, and (2) to register or qualify all Registrable Securities covered by such registration statement under such "blue sky" or other securities law of such jurisdictions as any Holder or any underwriter of such Registrable Securities will reasonably request, and do any and all other acts and things which may be necessary to enable any Holder or any underwriter to consummate the disposition in such jurisdictions of the Registrable Securities covered by such registration statement, except that the Parent shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (v) promptly notify the Holders, at any time of the occurrence, of any event as a result of which the portion of the prospectus included in such registration statement which contains information furnished by or relating to the Parent, as then in effect, includes an untrue
Appears in 1 contract
Samples: Agreement With the Company's Stockholders (Alkermes Inc)
Registration of Parent Shares. (a) Form S-3. The Parent represents agrees that if at any time within the first two (2) years after the date hereof the Parent shall propose to file a registration statement with respect to any of its Common Stock for its own account or for the account of other shareholders on a form that would also permit the registration of the Parent Shares, it is eligible will give notice in writing to such effect to the registered holders of the Parent Shares issued hereunder at least thirty (30) days prior to such filing, and, at the written request of any Shareholder, made within ten (10) days after the receipt of such notice, will include therein at the Parent's cost and expense (excluding underwriting discounts, commissions and filing fees attributable to the Parent Shares included therein) such of the Parent Shares as such Shareholder(s) shall request (a "Piggyback Registration") and use Form S-3 its best efforts to cause the Parent Shares to be registered under the Securities Act Act; provided, however, that if the offering being registered by the Parent is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Parent Shares would materially and adversely affect the sale of the securities to be sold by the Parent or if the registration is being underwritten pursuant to the exercise of any demand registration rights of any shareholder such shareholder's thereunder, then the Parent shall be required to include in the offering only that number of securities, including the Parent Shares, which the representative of the underwriters determine in its sole discretion will not jeopardize the success of the offering.
(b) The Parent's obligations under Section 5.02(a) above with respect to each holder of Parent Shares are expressly conditioned upon such Shareholder furnishing to the Parent such information regarding the Shareholder, the Parent Shares and the intended method of disposition of such securities, as Parent shall reasonably request and as shall be required in connection with the action to be taken by Parent. In any offering of Parent Shares hereunder, each Shareholder will reasonably cooperate with Parent and any underwriter for such Parent Shares and take all actions as are reasonably necessary or advisable to permit, expedite and facilitate the disposition of such Parent Shares in the manner contemplated by the related registration statement ("Registration Statement"). If any registration statement including any of the Parent Shares is filed, such holder shall indemnify the Parent (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Parent within the meaning of the Securities Act, each underwriter for the Parent and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Parent by such Shareholder of the Parent Shares expressly for use in connection with such registration statement.
(c) If, at any time after giving the written notice required by Section 5.02(a) hereof of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, Parent shall determine for any reason not to register such securities, Parent may, at its election, give written notice of such determination to each Shareholder seeking to register Parent Shares and thereupon shall be relieved of its obligation to register any such Parent Shares.
(d) Parent shall not be obligated to effect any registration of shares of Parent Common Stock issued Shares under this Section 5.02 incidental to the Company Stockholders pursuant registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans or incidental to Sections 1.6(b)(ithe registration of any non-equity securities not convertible into equity securities.
(e) and Whenever required under subsection (iiia) of the Merger Agreement (the "Registrable Securities") for resale by the Company Stockholders. The Parent will to use its best efforts to effect the registration and qualification of the Registrable Securities and in connection therewithany Parent Shares, the Parent shall, as expeditiously as reasonably possible:
(i) prepare Subject to the other terms and file with the Securities and Exchange Commission (the "Commission") within sixty (60) days provisions of the Closing Datethis Agreement, and use its best efforts to cause such Registration Statement including such Parent Shares filed pursuant to the Agreement to become effective as soon as possible thereafter, a registration statement on Form S-3 (or any successor or other appropriate form) under practicable after the Securities Act of 1933, as amended (the "Securities Act") permitting the Registrable Securities to be offered for resale by the Company Stockholders;filing thereof.
(ii) prepare Cause any Registration Statement to remain current, including the prompt filing of necessary amendments or supplements and file shall avoid any voluntary act to cause any suspension of the effectiveness of such Registration Statement during the period of distribution contemplated thereby.
(iii) In connection with any Registration under this Agreement and upon notice by Parent to the Commission, such amendments and supplements Shareholders that any event has occurred as a result of which a supplement or amendment to such registration statement and the prospectus used in connection therewithor Registration Statement is required, as may be necessary to keep such registration statement effective and to comply with the provisions each Shareholder shall cease further distributions of the Securities Act with respect to prospectus and all offers and sales of Parent Shares until notified by Parent of the disposition of all Registrable Securities until the earlier availability and filing of such time as all supplement or the effectiveness of such Registrable Securities have been disposed of amendment. Each shareholder shall distribute Parent Shares only in a manner that is in accordance with the intended methods manner of disposition distribution contemplated by the Company Stockholders set forth prospectus with regard to such Parent Shares and only in such registration statement or until December 31, 2001;compliance with applicable federal and state securities laws.
(iiiiv) furnish Furnish to each Company Stockholder, who is a holder of the Shareholders such Registrable Securities (each individually a "Holder") and to any underwriter of such Registrable Securities, such number of conformed copies of such registration statement and of each such amendment and supplement thereto, such number numbers of copies of the prospectus included in such registration statement (a prospectus, including each a preliminary prospectus and any summary prospectus) or filed under Rule 424(b) or Rule 424(c) under the Securities Act, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as any Holder are reasonably required by applicable law or any reasonably necessary for the sale of such underwriter may reasonably request;Parent Shares and that are customarily delivered in underwritten offerings.
(ivv) use Use its best efforts (1) to list all Registrable Securities register and qualify the securities covered by such registration statement on The Nasdaq National Market, and (2) to register or qualify all Registrable Securities covered by such registration statement Registration Statement under such "blue sky" or other securities law or Blue Sky laws of such jurisdictions as any Holder or any underwriter of such Registrable Securities will shall be reasonably request, and do any and all other acts and things which may be necessary to enable any Holder or any underwriter to consummate appropriate for the disposition in such jurisdictions distribution of the Registrable Securities securities covered by such registration statement, except that the Parent shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;
(v) promptly notify the Holders, at any time of the occurrence, of any event as a result of which the portion of the prospectus included in such registration statement which contains information furnished by or relating to the Parent, as then in effect, includes an untruethe
Appears in 1 contract
Registration of Parent Shares. (a) Form S-3. The By no later than July 30, 2005, Parent represents that it is eligible to use Form S-3 under the Securities Act to effect registration of shares of Parent Common Stock issued to the Company Stockholders pursuant to Sections 1.6(b)(i) and (iii) of the Merger Agreement (the "Registrable Securities") for resale by the Company Stockholders. The Parent will use its best efforts to effect the registration and qualification of the Registrable Securities and in connection therewith, the Parent shall:
(i) shall prepare and file with the Securities and Exchange Commission (the "Commission") within sixty (60) days of the Closing Date, and use its best efforts to cause to become effective as soon as possible thereafter, a registration statement on Form S-3 (the "S-3") containing a form of prospectus (as amended or any successor or other appropriate formsupplemented, if applicable) registering under the Securities Act of 1933, as amended amended, the Initial Stock Consideration issued to the Shareholders on the Effective Date. If and when the registration statement does become effective, the Shareholders may sell, on a pro rata basis, an amount of shares not to exceed the daily average trading volume of Parent's common stock in the prior month, per week. However, this trading restriction will not apply to any Shareholder who holds less than one thousand (1,000) shares of Parent's common stock; for purposes of this calculation, a Shareholder shall include the "Securities Act") permitting the Registrable Securities to be offered for resale by the Company Stockholders;Shareholder and all of its affiliates.
(iib) prepare and file with With respect to the CommissionForm S-3 filed by Parent hereunder, such amendments and supplements Parent shall use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after filing, and to keep the S-3 effective for so long as Shareholders continue to hold Parent Shares. The S-3 and the prospectus used in connection therewithincluded therein shall be made available to Shareholders through the website at url, as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Company Stockholders set forth in such registration statement or until December 31, 2001;
(iii) furnish to each Company Stockholder, who is a holder of such Registrable Securities (each individually a "Holder") and to any underwriter of such Registrable Securities, such number of conformed copies of such registration statement and of each such amendment and supplement thereto, such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) or filed under Rule 424(b) or Rule 424(c) under the Securities Act, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as any Holder or any such underwriter may reasonably request;
(iv) use its best efforts (1) to list all Registrable Securities covered by such registration statement on The Nasdaq National Market, and (2) www.freedgar.com. Parent does not need to register or qualify all Registrable Securities covered the Parxxx Xxxxxx xxxxxed by such registration statement S-3 under such "blue sky" securities or other securities law Blue Sky laws of such any jurisdictions as any Holder or any underwriter of such Registrable Securities will reasonably requestwithin the United States because Parent is listed on the American Stock Exchange, and do any and all other acts and things which may be necessary to enable any Holder or any underwriter to consummate the disposition in such jurisdictions of the Registrable Securities covered by such registration statementits common stock is listed for trading. Furthermore, except that the Parent shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction wherein where, but for the requirements of this Section 9.1(b), it is would not be obligated to be so qualified, or to (ii) subject itself to taxation in any such jurisdiction jurisdiction, or to (iii) consent to general service of process in any such jurisdiction;
(v) promptly notify the Holders. All expenses incident to Parent's performance of its obligations under this Section 9.1, at any time including without limitation all registration and filing fees, fees, including expenses of the occurrence, counsel for Parent and of any event as a result of which the portion of the prospectus included in such registration statement which contains information furnished Parent's independent certified public accountants shall be borne by or relating to the Parent, as then in effect, includes an untrue.
Appears in 1 contract
Registration of Parent Shares. (a) Form S-3. The Parent represents that it is eligible to use Form S-3 under the Securities Act to effect registration of shares of Parent Common Stock issued to the Company Stockholders pursuant to Sections 1.6(b)(iWithin forty five (45) and (iii) days of the Merger Agreement (the "Registrable Securities") for resale by the Company Stockholders. The Effective Time, Parent will use its best efforts to effect the registration and qualification of the Registrable Securities and in connection therewith, the Parent shall:
(i) shall prepare and file with the Securities and Exchange Commission (the "Commission") within sixty (60) days of the Closing Date, and use its best efforts to cause to become effective as soon as possible thereafter, a registration statement on Form S-3 containing a form of prospectus (as amended or any successor or other appropriate formsupplemented, if applicable) registering under the Securities Act of 1933, as amended amended, 250,000 Parent Shares, issued to the Shareholders on the Closing Date. Such Registration Statement shall be kept open for six months from its Effective Date. The Majority Shareholder shall only be entitled to sell Parent Shares issued to the Majority Shareholder on the Closing Date with an aggregate value of up to $166,667 per month, for a total value of $700,000, commencing on the Effective Date and ending on the six month anniversary of the effective time of the Registration Statement.
(b) Within forty five (45) days of the "Securities Act") permitting end of each Year Period, or, if there is a dispute as to the Registrable Securities amount of Shares to be offered for resale by issued, within forty five (45) days after the Company Stockholders;
(ii) resolution of any dispute between the parties or after the date of determination of Parent's independent auditor, whichever is applicable, Parent shall prepare and file with the Commission, such amendments Securities and supplements to such Exchange Commission a registration statement and the on Form S-3 containing a form of prospectus used in connection therewith(as amended or supplemented, as may be necessary to keep such registration statement effective and to comply with the provisions of if applicable) registering under the Securities Act with respect to of 1933, as amended, ten percent (10%)of the disposition of all Registrable Securities until the earlier of such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Company Stockholders set forth in such registration statement or until December 31Parent Shares due under Article III, 2001;for that applicable Year Period on a pro rata basis. Such Registration Statement shall be kept open for six months from its effective date.
(iiic) furnish If (but without any obligation to each Company Stockholder, who is a holder of such Registrable Securities (each individually a "Holder"do so) and Parent proposes to register any underwriter of such Registrable Securities, such number of conformed copies of such registration statement and of each such amendment and supplement thereto, such number of copies of the prospectus included in such Parent Shares on a registration statement (including each preliminary prospectus other than as required in Section 10.1(a) and any summary prospectus(b) above relating solely to the sale of securities to participants in a Parent stock plan, relating to a corporate reorganization or filed other transaction under Rule 424(b) or Rule 424(c) under 145 of the Securities Act, on any form that does not include substantially the same information as would be required to be included in conformity with a registration statement covering the requirements sale of the Securities ActParent Shares issuable as Merger Consideration, or in which the only Parent Shares being registered are Parent Shares issuable upon conversion of debt securities that are also being registered), Parent shall, at such documents incorporated by reference in such registration statement or prospectustime, and such other documents, as any Holder or any such underwriter may reasonably request;
(iv) use its best efforts (1) to list all Registrable Securities covered by such registration statement on The Nasdaq National Market, and (2) to register or qualify all Registrable Securities covered by such registration statement under such "blue sky" or other securities law promptly give the Majority Shareholder written notice of such jurisdictions as any Holder or any underwriter registration. Upon the written request of the Majority Shareholder given within twenty (20) days after mailing of such Registrable Securities will reasonably requestnotice by Parent, and do any and all other acts and things which may be necessary Parent shall, subject to enable any Holder or any underwriter to consummate the disposition in such jurisdictions final approval of the Registrable Securities covered by other holder(s) of securities (including the underwriter, if applicable) intended to be included on such registration statement, except use all reasonable efforts to cause to be registered under the Act all of the Parent Shares that the Majority Shareholder has requested to be registered.
(d) Unless otherwise approved by Parent, the Shareholders shall have the right to include Parent Shares in no more than one registration statement filed by Parent annually, in accordance with Section 10.1(c).
(e) Parent shall not for have the right to terminate or withdraw any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein registration initiated by it is not so qualified, or to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;
(vunder Section 10.1(c) promptly notify the Holders, at any time of the occurrence, of any event as a result of which the portion of the prospectus included in such registration statement which contains information furnished by or relating prior to the effectiveness of such registration. The expenses of such withdrawn registration shall be borne by Parent, as then in effect, includes an untrue.
Appears in 1 contract
Samples: Merger Agreement (Datalink Net Inc)
Registration of Parent Shares. (a) Form S-3Parent agrees that if at any time prior to the first (1st) anniversary date of the Effective Date the Parent shall propose to file a registration statement with respect to any of its Common Stock on a form suitable for a secondary offering, it will give notice in writing to such effect to the registered holders of the Parent Shares issued hereunder at least thirty (30) days prior to such filing, and, at the written request of any shareholder, made within ten (10) days after the receipt of such notice, will include therein at the Parent's cost and expense (excluding underwriting discounts, commissions and filing fees attributable to the Parent Shares included therein) the greater of fifteen percent (15%) of the Parent Shares or the percentage agreed to by the representative of Parent's underwriters for any such offering on a shareholder-by-shareholder basis (a "Piggyback Registration").
(b) The Parent's obligations under Section 5.02(a) above with respect to each holder of Parent Shares are expressly conditioned upon such Shareholder furnishing to the Parent in writing such information concerning such holder and the terms of such Shareholder's proposed offering as the Parent shall reasonably request for inclusion in the registration statement. The If any registration statement including any of the Parent represents that it Shares is eligible to use Form S-3 under filed, such holder shall indemnify the Parent (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Parent within the meaning of the Securities Act Act, each underwriter for the Parent and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Parent by such Shareholder of the Parent Shares expressly for use in connection with such registration statement.
(c) If, at any time after giving the written notice required by Section 5.02(a) hereof of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, Parent shall determine for any reason not to register such securities, Parent may, at its election, give written notice of such determination to each Shareholder seeking to register Parent Shares and thereupon shall be relieved of its obligation to register any such Parent Shares in such instance; provided, however, that any such decision by Parent to discontinue or withdraw a registration statement as provided hereunder shall not relieve Parent from an obligation to register the applicable Parent Shares in the event that a subsequent registration of Parent Comment Stock is undertaken by Parent which would otherwise enable the Shareholders to obtain a Piggyback Registration of the applicable portion of the Parent Shares.
(d) Parent shall not be obligated to effect any registration of Parent Shares under this Section 5.02 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans or incidental to the registration of any non-equity securities not convertible into equity securities; provided, however, that if Parent, in the context of any merger or business acquisition transaction consummated after the Closing Date, grants to any parties to the definitive acquisition or merger agreement for such transaction registration rights that are in the nature of "demand registration rights" with respect to shares of Parent Common Stock issued as part of such transaction equal to the Company Stockholders pursuant to Sections 1.6(b)(i) and at least fifteen percent (iii15%) of the Merger Agreement (Parent Shares, the "Registrable Securities") for resale by Parent agrees that in connection with any demand registration resulting from such transaction the Company Stockholders. The Parent will use its best efforts to effect the registration and qualification cause fifteen percent (15%) of the Registrable Securities and Parent Shares to be registered in connection therewith, the Parent shall:
(i) prepare and file with the Securities and Exchange Commission (the "Commission") within sixty (60) days of the Closing Date, and use its best efforts to cause to become effective as soon as possible thereafter, a registration statement on Form S-3 (or any successor or other appropriate form) under the Securities Act of 1933, as amended (the "Securities Act") permitting the Registrable Securities to be offered for resale by the Company Stockholders;
(ii) prepare and file with the Commission, such amendments and supplements to such registration statement and the prospectus used in connection therewith, as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Company Stockholders set forth in such registration statement or until December 31, 2001;
(iii) furnish to each Company Stockholder, who is a holder of such Registrable Securities (each individually a "Holder") and to any underwriter of such Registrable Securities, such number of conformed copies of such registration statement and of each such amendment and supplement thereto, such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) or filed under Rule 424(b) or Rule 424(c) under the Securities Act, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as any Holder or any such underwriter may reasonably request;
(iv) use its best efforts (1) to list all Registrable Securities covered by such registration statement on The Nasdaq National Market, and (2) to register or qualify all Registrable Securities covered by such registration statement under such "blue sky" or other securities law of such jurisdictions as any Holder or any underwriter of such Registrable Securities will reasonably request, and do any and all other acts and things which may be necessary to enable any Holder or any underwriter to consummate the disposition in such jurisdictions of the Registrable Securities covered by such registration statement, except that the Parent shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;
(v) promptly notify the Holders, at any time of the occurrence, of any event as a result of which the portion of the prospectus included in such registration statement which contains information furnished by or relating to the Parent, as then in effect, includes an untrue.
Appears in 1 contract
Registration of Parent Shares. 2.5.1. Parent agrees to (a) Form S-3. The Parent represents that it is eligible to use Form within ninety (90) days following the effectiveness of its S-3 and S-4 registration statements filed with the SEC on December 29, 2005 and January 20, 2006, respectively, file a registration statement under the Securities Act that will include the Parent Shares (including the Escrow Parent Shares and any additional shares issuable pursuant to effect registration of shares of Parent Common Stock Section 1.2.4 herein) issued to the Company Stockholders Shareholders pursuant to Sections 1.6(b)(i) and (iii) of the Merger this Agreement (the such shares are also referred to herein as "Registrable Securities") and (b) use its best efforts to cause to be registered under the Securities Act all Registrable Securities as soon as practicable.
2.5.2. Subject to the terms and conditions of this Agreement, Parent shall notify each holder of Registrable Securities in writing at least ten (10) days prior to the filing of any registration statement under the Securities Act for resale purposes of a public offering of securities of Parent (including, but not limited to, registration statements relating to secondary offerings of securities of Parent, but excluding any registration statement relating to any employee benefit plan or with respect to any corporate reorganization or other transaction under Rule 145 of the Securities Act) and will afford each such holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such holder. Each holder of Registrable Securities desiring to include in any such registration statement, all of part of the Company StockholdersRegistrable Securities held by such holder shall, within ten (10) days after the above-described notice from Parent, so notify Parent in writing. The Such notice shall state the intended method of disposition of the Registrable Securities held by such holder. Parent will shall use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Shareholder has requested be registered. If a holder decides not to include all of its Registrable Securities in a registration statement thereafter filed by Parent, such holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by Parent with respect to offerings of its securities, all upon the terms and conditions set forth herein.
2.5.3. Whenever required under this Section 2.5 to use its best efforts to effect the registration and qualification of the any Registrable Securities and in connection therewithSecurities, the Parent shall, as expeditiously as reasonably possible:
(ia) prepare Prepare and file with the SEC a registration statement with respect to such Registrable Securities and Exchange Commission (the "Commission") within sixty (60) days of the Closing Date, and use its best efforts to cause such registration statement to become and remain effective as soon as possible thereafter, a registration statement on Form S-3 (or any successor or other appropriate form) under until the Securities Act distribution of 1933, as amended (the "Securities Act") permitting the such Registrable Securities to be offered for resale by the Company Stockholdersis completed;
(iib) prepare Prepare and file with the Commission, SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith, with such registration statement as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition securities covered by the Company Stockholders set forth in such registration statement or until December 31, 2001statement;
(iiic) furnish Furnish to each Company Stockholder, who is a holder of the Shareholders such Registrable Securities (each individually a "Holder") and to any underwriter of such Registrable Securities, such number of conformed copies of such registration statement and of each such amendment and supplement thereto, such number numbers of copies of the prospectus included in such registration statement (a prospectus, including each a preliminary prospectus and any summary prospectus) or filed under Rule 424(b) or Rule 424(c) under the Securities Act, in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, documents as any Holder or any such underwriter they may reasonably requestrequest in order to facilitate the disposition of Registrable Securities owned by them;
(ivd) use Use its best efforts (1) to list all Registrable Securities covered by such registration statement on The Nasdaq National Market, and (2) to register or and qualify all Registrable Securities the securities covered by such registration statement under such "blue sky" or other securities law or blue sky laws of such jurisdictions as any Holder or any underwriter shall be reasonably appropriate for the distribution of such Registrable Securities will reasonably request, the securities covered by the registration statement;
(e) Provide a transfer agent for the Parent Shares;
(f) Otherwise use its best efforts to comply with all applicable rules and do any and all other acts and things which may be necessary regulations of the SEC;
(g) Use its best efforts to enable any Holder or any underwriter to consummate the disposition in such jurisdictions secure listing of the Registrable Securities covered on the OTC Bulletin Board or any other market or quotation system on which shares of Parent Common Stock are then listed;
(h) Enter into such customary agreements and take such other actions as sellers of Registrable Securities shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(i) Use every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of such registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the lifting thereof at the earliest reasonable time; and
(j) Keep the Shareholders and their counsel reasonably informed about Parent's progress effecting such registration, including delivery to such counsel of copies of all correspondence (electronic or otherwise) with the SEC with respect to such registration.
2.5.4. All expenses (excluding any underwriters' discounts and commissions) incurred in connection with a registration pursuant to this Section 2.5, including, without limitation, any additional registration and qualification fees, printers' and accounting fees, fees and disbursements of counsel for Parent, and the fees and disbursements of one counsel for the selling Shareholders, shall be borne by Parent.
2.5.5. In the event any Registrable Securities are included in a registration statement under this Section 2.5, then to the extent permitted by law, Parent will indemnify and hold harmless each Shareholder requesting or joining in a registration, any underwriter (as defined in the Securities Act) for it, and each person, if any, who controls such Shareholder or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any untrue or alleged untrue statement of any material fact contained in such registration statement, except including, without limitation, any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or arise out of any violation by Parent of any rule or regulation promulgated under the Securities Act applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and will reimburse each such Shareholder, such underwriter, or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action, provided, however, that the Parent indemnity agreement contained in this Section 2.5.5 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Parent (which consent shall not be unreasonably withheld or delayed), nor shall Parent be liable in any such case with respect to any such Shareholder, underwriter or controlling person for any such purpose be required loss, claim, damage, liability or action to qualify generally to do business as a foreign corporation the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any jurisdiction wherein it is not so qualifiedconnection with such registration statement, preliminary prospectus, final prospectus, or to subject itself to taxation amendments or supplements thereto, in any reliance upon and in conformity with written information furnished expressly for use in connection with such jurisdiction registration by such Shareholder, underwriter or to consent to general service controlling person. The obligations of process in any such jurisdiction;
(v) promptly notify Parent under this Section 2.5 shall survive the Holders, at any time of the occurrence, completion of any event as offering of Registrable Securities in a result of which the portion of the prospectus included in such registration statement which contains information furnished by or relating to the Parent, as then in effect, includes an untruestatement.
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