Registration Procedures and Obligations. Whenever required under this Agreement to effect any Registration of securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the Commission a Registration Statement with respect to such securities and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two years. (b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information. (c) Prepare and file as expeditiously as reasonably practicable with the Commission 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 securities covered by such Registration Statement. (d) Furnish to the sellers of Registrable Securities 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 Securities owned by them. (e) Use its reasonable best efforts to register and qualify the Registrable Securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable Securities, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders. (f) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreements, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreements. (g) Promptly notify each seller of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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. (h) Provide a transfer agent and registrar for all securities registered pursuant to such Registration Statement and a CUSIP number for all such securities, in each case not later than the effective date of such registration. (i) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (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 (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, 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 (with an information copy provided to each holder of Registrable Securities). (j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company. (k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement. (l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. (m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering. (n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 2 contracts
Samples: Investor Rights Agreement (Jazz Pharmaceuticals Inc), Investor Rights Agreement (Jazz Pharmaceuticals Inc)
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:
(a) Prepare prepare and file with the Commission a Registration Statement with respect to such securities those Registrable Securities and use its reasonable best efforts to cause such that Registration Statement to become effective, and, in keep the case Registration Statement effective and current for such period of a Registration pursuant time as is necessary to Section 3 or Section 4, upon permit the request of the sellers of a majority sale of the Registrable Securities registered thereunder; provided, keep however, that before filing such Registration Statement effective for up or any amendments thereto, the Company will furnish to two years.the counsel selected by the Holders copies of all such documents proposed to be filed;
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such that Registration Statement and the prospectus or prospectus supplement used in connection with such the Registration Statement as may be necessary to comply with the provisions of the U.S. Securities Act Law with respect to the disposition of all securities covered by such the Registration Statement.;
(dc) Furnish furnish to the sellers of Registrable Securities such numbers Holders and underwriters the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the required by U.S. Securities ActLaws, and such any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.such Holders;
(ed) Use use its reasonable best efforts to register Register and qualify the Registrable Securities covered by such the Registration Statement under such other securities or Blue Sky laws of such jurisdictions U.S. Securities Laws, as shall be reasonably requested by the sellers of Registrable Securities, Holders or underwriters; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions; and provided, and provided further further, that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by the selling stockholdersshareholders, such those expenses shall be payable by such selling shareholders on a pro rata by selling stockholders.basis;
(fe) In in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in customary form (including indemnification provisions and related agreementsprocedures customary in underwritten offerings) and take all such other actions reasonably requested by the underwriters to expedite or facilitate the underwritten disposition of such Registrable Securities (including making its officers and management team available for investor road shows, sales events, marketing activities and other meetings) and in connection therewith in any underwritten offering, (i) make such representations and warranties to the underwriters and the Holders with respect to the business of the Company and its subsidiaries, and the Registration Statement, prospectus and documents incorporated or deemed to be incorporated by reference therein, in usual each case, in customary form and confirm the same if and when requested, (ii) furnish opinions of counsel to the Company, addressed to the underwriters covering the matters customarily covered in such opinions requested in underwritten offerings, (iii) use its reasonable best efforts to obtain “comfort” letters from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any business acquired by the Company for which financial statements or financial data are included in the Registration Statement) who have certified the financial statements included in the Registration Statement, addressed to the underwriters, such letters to be in customary formform and covering matters of the type customarily covered in “comfort” letters and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of the Registrable Securities being sold in connection therewith, their counsel and the underwriters to evidence the continued validity of the representations and warranties made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company;
(f) promptly notify each Holder: (i) when the Registration Statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the managing underwriter Registration Statement or any post-effective amendment thereto, when the same has become effective; (ii) of such offering. Each seller any request by the Commission for amendments or supplements to the Registration Statement or the prospectus used in connection with the Registration Statement or any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings by any Person for that purpose; and (iv) of the receipt by the Company of any written notification with respect to the suspension of the qualification of any Registrable Securities participating for sale in any jurisdiction or the initiation or overt threat of any proceeding for such underwriting shall also enter into and perform its obligations under such an agreement and related agreements.purpose;
(g) Promptly notify each seller of Registrable Securities covered by such Registration Statement Holder, at any time when a prospectus relating thereto is required to be delivered under the U.S. Securities Act Laws, 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 and promptly prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus and file any other required document, and prepare and furnish to the Holders and underwriters a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary, so that, as thereafter delivered to the Holders and any underwriters, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.;
(h) Provide use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest practicable time;
(i) if any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, and if such Holder is advised by counsel that it is or may be deemed to be a control person in relation to, or an Affiliate of, the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder, to the effect that the holding by such Holder is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not, based on the advice of the counsels to the Company, such Holder and if applicable, the underwriters, required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder;
(j) if requested by any Holder of Registrable Securities being registered and/or sold in connection therewith, or the underwriters, include in a prospectus supplement or amendment to the Registration Statement such information as reasonably required to be included therein in order to permit the intended method of distribution of the Registrable Securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Company’s receipt of such request;
(k) provide a transfer agent and registrar for all securities registered Registrable Securities Registered pursuant to such the Registration Statement and and, where applicable, a CUSIP number assigned by the Committee on Uniform Securities Identification Procedures for all such securitiesthose Registrable Securities, in each case not later than the effective date of such registration.
(i) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (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 (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, 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 (with an information copy provided to each holder of Registrable Securities).
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.;
(l) Make make available for inspection upon reasonable notice during by the Company’s regular business hours by each seller of Registrable SecuritiesHolders, any underwriter underwriters participating in any distribution disposition pursuant to such a Registration Statement, Statement and any attorney, accountant attorneys or accountants or other agent agents retained by any such seller underwriters or underwriterselected by the Holders, all material financial and other records, pertinent corporate documents documents, and properties of the Company, and cause the Company’s officers, directors directors, employees, and employees independent accountants to supply all information reasonably requested by any such sellerHolder, underwriterunderwriters, attorneyattorneys, accountant accountants, or agent agents, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.therewith;
(m) Cause use its reasonable best efforts to cause the senior executive officers transfer agent to remove restrictive legends on certificates representing the securities covered by such Registration Statement, as appropriate and settle any offering or sale of Registrable Securities, including with respect to the Company to participate transfer of physical stock certificates into book-entry form in the customary “road show” presentations that may be accordance with any procedures reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.underwriters;
(n) Cooperate cooperate with each seller the Holders and the underwriters to facilitate the timely delivery of Registrable Securities to be sold and each underwriter or agent, if any, participating in the disposition of to enable such Registrable Securities and their respective counsel in connection with any filings required to be made with issued in such denominations and registered in such names as such Holders may reasonably request at least two (2) Business Days prior to the National Association closing of any sale of Registrable Securities; and
(o) cause the Registrable Securities Dealers, Inc.to be listed on the Applicable Exchange.
Appears in 2 contracts
Samples: Registration Rights Agreement (WEIBO Corp), Registration Rights Agreement (WEIBO Corp)
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:
(ai) Prepare and file with the Commission a Registration Statement with respect to such securities those Registrable Securities and use its reasonable best efforts to cause such that Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers of Holders holding a majority of the Registrable Securities registered Registered thereunder, keep the Registration Statement effective until the distribution thereunder has been completed; provided that the Company shall not be required to prepare and file a Registration Statement (or cause such Registration Statement effective to be declared effective) pursuant to Section 2.1(i) of this Schedule II until after the filing of its Annual Report on Form 20-F for up to two years.the year ended December 31, 2018;
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(cii) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such that Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to comply with the provisions of the Securities Act applicable securities Laws with respect to the disposition of all securities covered by such the Registration Statement.;
(diii) Furnish to the sellers of Registrable Securities such numbers Holders the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Actrequired by applicable securities Laws, and such any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.;
(eiv) Use its reasonable best efforts to register Register and qualify the Registrable Securities securities covered by such the Registration Statement under such other the securities or Blue Sky laws Laws of such jurisdictions any jurisdiction, as shall be reasonably requested by the sellers Holders, at the expense of Registrable Securitiesthe Holder for any jurisdiction other than the United States, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.;
(fv) If the registration relates to an offering of depositary shares or other securities representing Ordinary Shares deposited pursuant to a deposit agreement or similar facility, cause the depositary under such agreement or facility to accept for deposit under such agreement or facility all Registrable Securities requested by each Holder to be included in such registration in accordance with this Section 4;
(vi) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter underwriter(s) of such the offering. Each seller of Registrable Securities participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreements.;
(gvii) Promptly notify each seller Holder of Registrable Securities covered by such the Registration Statement at any time when a prospectus relating thereto is required to be delivered under applicable securities Laws of (a) the Securities Act issuance of any stop order by the Commission, or (b) the happening of any event or the existence of any condition as a result of which the any prospectus included in such the 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.under which they were made, or if in the opinion of counsel for the Company it is necessary to supplement or amend such prospectus to comply with law, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made or such prospectus, as supplemented or amended, shall comply with law;
(hviii) Otherwise comply with all applicable rules and regulations of the Commission to the extent applicable to the applicable registration statement and use its reasonable best efforts to make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act as soon as practicable, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of such registration statement, which statement shall cover such twelve (12) month period, subject to any proper and necessary extensions;
(ix) Not, without the prior consent of the holders of at least a majority of voting power of the then outstanding Registrable Securities, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act;
(x) Provide a transfer agent and registrar for all securities registered Registrable Securities Registered pursuant to such the Registration Statement and and, where applicable, a CUSIP number assigned by the Committee on Uniform Securities Identification Procedures for all such securitiesthose Registrable Securities, in each case not later than the effective date of such registration.the Registration; and
(ixi) FurnishTake all reasonable action necessary to list the Registrable Securities on the primary exchange on which the Company’s securities are then traded. Notwithstanding anything to the contrary herein, at the request Company may, by notice to the Holders, suspend the use of the Registration Statement for up to forty-five (45) consecutive Trading Days (but not more than an aggregate of ninety (90) Trading Days (which need not be consecutive Trading Days) during any 12-month period) if the Company determines in good faith that it is appropriate to do so in order to avoid disclosure of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated such date, confidential information of the counsel representing the Company for the purposes of where such Registration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, and (ii) a letter dated such date, from the independent certified public accountants of disclosure would harm the Company, in form and substance as is customarily given by independent certified public accountants which case the Company shall not be required to underwriters in an underwritten public offering, addressed to amend or supplement the underwriters (with an information copy provided to each holder of Registrable Securities).
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required prospectus to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose during such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structureperiod.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Samples: Registration Rights Agreement (Gridsum Holding Inc.)
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:
(a) Prepare prepare and file with the Commission a Registration Statement with respect to such securities those Registrable Securities and use its reasonable best efforts to cause such that Registration Statement to become effective, and, in keep the case Registration Statement effective and current for such period of a Registration pursuant time as is necessary to Section 3 or Section 4, upon permit the request of the sellers of a majority sale of the Registrable Securities registered thereunder; provided, keep however, that before filing such Registration Statement effective for up or any amendments thereto, the Company will furnish to two years.the counsel selected by the Holders copies of all such documents proposed to be filed;
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such that Registration Statement and the prospectus or prospectus supplement used in connection with such the Registration Statement as may be necessary to comply with the provisions of the U.S. Securities Act Law with respect to the disposition of all securities covered by such the Registration Statement.;
(dc) Furnish furnish to the sellers of Registrable Securities such numbers Holders and underwriters the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the required by U.S. Securities ActLaws, and such any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.such Holders;
(ed) Use use its reasonable best efforts to register Register and qualify the Registrable Securities covered by such the Registration Statement under U.S. Securities Laws, such other securities or Blue Sky blue-sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable Securities, Holders or underwriters; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and provided further except as may be required by the Securities Act; and provided, further, that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by the selling stockholdersshareholders, such those expenses shall be payable by such selling shareholders on a pro rata by selling stockholders.basis;
(fe) In in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in customary form (including indemnification provisions and related agreementsprocedures customary in underwritten offerings) and take all such other actions reasonably requested by the underwriters to expedite or facilitate the underwritten disposition of such Registrable Securities (including making its officers and management team available for investor road shows, sales events, marketing activities and other meetings) and in connection therewith in any underwritten offering, (i) make such representations and warranties to the underwriters and the Holders with respect to the business of the Company and its subsidiaries, and the Registration Statement, prospectus and documents incorporated or deemed to be incorporated by reference therein, in usual each case, in customary form and confirm the same if and when requested, (ii) furnish opinions of counsel to the Company, addressed to the underwriters covering the matters customarily covered in such opinions requested in underwritten offerings, (iii) obtain “comfort” letters from the independent certified public accountants as may be reasonably requested including of the Company and any other independent certified public accountants of any business acquired by the Company for which financial statements or financial data are included in the Registration Statement who have certified the financial statements included in the Registration Statement, addressed to the underwriters, such letters to be in customary formform and covering matters of the type customarily covered in “comfort” letters and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of the Registrable Securities being sold in connection therewith, their counsel and the underwriters to evidence the continued validity of the representations and warranties made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company;
(f) promptly notify each Holder: (i) when the Registration Statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the managing underwriter Registration Statement or any post-effective amendment thereto, when the same has become effective; (ii) of such offering. Each seller any request by the Commission for amendments or supplements to the Registration Statement or the prospectus used in connection with the Registration Statement or any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings by any Person for that purpose; and (iv) of the receipt by the Company of any written notification with respect to the suspension of the qualification of any Registrable Securities participating for sale in any jurisdiction or the initiation or overt threat of any proceeding for such underwriting shall also enter into and perform its obligations under such an agreement and related agreements.purpose;
(g) Promptly notify each seller of Registrable Securities covered by such Registration Statement Holder, at any time when a prospectus relating thereto is required to be delivered under the U.S. Securities Act Laws, 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 and promptly prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus and file any other required document, and prepare and furnish to the Holders and underwriters a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary, so that, as thereafter delivered to the Holders and any underwriters, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.;
(h) Provide use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest practicable time;
(i) if any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, and if such Holder is advised by counsel that it is or may be deemed to be a control person in relation to, or an Affiliate of, the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not, based on the advice of counsel to the Company, such Holder and if applicable, the underwriters, required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder;
(j) if requested by the Requester, the underwriters or the placement agent, include in a prospectus supplement or amendment to the Registration Statement such information as may be reasonably requested or required in order to market the securities being sold and permit the intended method of distribution of the Registrable Securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Company’s receipt of such request;
(k) provide a transfer agent and registrar for all securities registered Registrable Securities Registered pursuant to such the Registration Statement and and, where applicable, a CUSIP number assigned by the Committee on Uniform Securities Identification Procedures for all such securitiesthose Registrable Securities, in each case not later than the effective date of such registration.
(i) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (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 (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, 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 (with an information copy provided to each holder of Registrable Securities).
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.;
(l) Make make available for inspection upon reasonable notice during by the Company’s regular business hours by each seller of Registrable SecuritiesHolders, any underwriter underwriters participating in any distribution disposition pursuant to such a Registration Statement, Statement and any attorney, accountant attorneys or accountants or other agent agents retained by any such seller underwriters or underwriterselected by the Holders, all material financial and other records, pertinent corporate documents documents, and properties of the Company, and cause the Company’s officers, directors directors, employees, and employees independent accountants to supply all information reasonably requested by any such sellerHolder, underwriterunderwriters, attorneyattorneys, accountant accountants, or agent agents, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.therewith;
(m) Cause use its reasonable best efforts to cause the senior executive officers transfer agent to remove restrictive legends on certificates representing the securities covered by such Registration Statement, as appropriate and settle any offering or sale of Registrable Securities, including with respect to the Company to participate transfer of physical stock certificates into book-entry form in the customary “road show” presentations that may be accordance with any procedures reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.underwriters;
(n) Cooperate cooperate with each seller the Holders and the underwriters to facilitate the timely delivery of Registrable Securities to be sold and each underwriter or agent, if any, participating in the disposition of to enable such Registrable Securities and their respective counsel in connection with any filings required to be made with issued in such denominations and registered in such names as such Holders may reasonably request at least two (2) Business Days prior to the National Association closing of any sale of Registrable Securities;
(o) cause the Registrable Securities to be listed on the Applicable Exchange; and
(p) ensure that, at all times after any Registration Statement covering a public offering of Securities Dealersof the Company under the Securities Act shall become effective, Inc.its ixxxxxx xxxxxxx policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.
Appears in 1 contract
Registration Procedures and Obligations. Whenever required under this Agreement to effect the registration of any Registration of securitiesRegistrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration Statement with respect to such securities Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two years90 days.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
(dc) Furnish to the sellers of Registrable Securities 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 Securities owned by them.
(ed) Use its reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in Corus Pharma, Inc Amended and Restated Information and Registration Rights Agreement connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(gf) Promptly notify Notify each seller Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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.
(hg) Provide a transfer agent and registrar for all securities Registrable Securities registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Securities, in each case not later than the effective date of such registration.
(ih) Furnish, at the request of any Holder requesting Registration registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such Registrationregistration, in form and substance as is customarily given to underwriters (with an information a copy provided to each Holder selling holder of Registrable Securities) in an underwritten public offering, 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 (with an information a copy provided to each holder of Registrable Securities).
(ji) Use all reasonable best efforts to list the securities Registrable Securities covered by such Registration Statement registration statement with NASDAQ Nasdaq or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ Nasdaq or such securities exchange as shall be selected by the Company, or, if the Company fails to make an application to so list within 30 days of a request for the same by the Investors in connection with a Qualified Public Offering, as defined below, the Investors may determine the place of listing, subject to qualification by the Company to list its shares thereon.
(kj) Notify each seller of Registrable Securities under such Registration Statement registration statement of (i) the effectiveness of such Registration Statementregistration statement, (ii) the filing of any post-effective amendments to such Registration Statementregistration statement, or (iii) the filing of a supplement to such Registration Statementregistration statement.
(lk) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statementregistration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other Corus Pharma, Inc Amended and Restated Information and Registration Rights Agreement records, pertinent corporate documents and properties of the CompanyCompany reasonably requested to be inspected by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structureregistration statement.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Registration Procedures and Obligations. Whenever required under this Agreement to effect the registration of any Registration of securitiesRegistrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration Statement with respect to such securities Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two yearsone hundred twenty (120) days.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such Registration Statement and the prospectus prospectuses used in connection with such Registration Statement registration statement as may be necessary to keep such registration statement effective and current and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
(dc) Furnish to the sellers of Registrable Securities Holders such numbers of copies of a prospectus, including a preliminary prospectusprospectuses, 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 Securities owned by them.
(ed) Use its reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller offering and take such other usual and customary action as the Holders of a majority of the Registrable Securities participating to be included in such underwriting shall also enter into and perform its obligations under Registration may request in order to facilitate the disposition of such an agreement and related agreementsRegistrable Securities.
(gf) Promptly notify Notify each seller Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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. The Company will use all reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.
(hg) Provide a transfer agent and registrar for all securities Registrable Securities registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Securities, in each case not later than the effective date of such registration.
(ih) Furnish, at the request of any Holder requesting Registration of whose Registrable Securities are included in any Registration pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a Registration registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such Registrationregistration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, addressed to the underwriters, if any, and to the Holders, 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 (with an information copy provided to each holder of Registrable Securities)underwriters.
(ji) Use Cause all reasonable best efforts such Registrable Securities to list the securities covered by such be included in a Registration Statement with NASDAQ or any pursuant to this Agreement to be listed on each securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller securities trading markets or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it which similar securities issued by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structurethen listed.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Samples: Information and Registration Rights Agreement (Synageva Biopharma Corp)
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Shares, the Company Corporation shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Securities and Exchange Commission a Registration Statement with respect to such securities Registrable Shares and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Investor of a majority of the Registrable Securities Shares registered thereunder, keep such Registration Statement effective for up to two yearsone hundred twenty (120) days.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Securities and Exchange Commission 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 securities covered by such Registration Statement.
(dc) Furnish to the sellers of Registrable Securities Investor 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 Securities Shares owned by them.
(ed) Use its reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable Securitiesselling Investor; provided, provided however, that the Company Corporation shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions; and provided, and provided further further, that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholdersInvestor, such expenses shall be payable pro rata by selling stockholdersInvestor.
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Investor participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(gf) Promptly notify Notify each seller Investor of Registrable Securities 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.
(hg) Provide a transfer agent and registrar for all securities Registrable Shares registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Shares, in each case not later than the effective date of such registrationRegistration.
(ih) Furnish, at the request of any Holder Investor requesting Registration of Registrable Securities Shares pursuant to this Agreement, on the date that such Registrable Securities Shares are delivered for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company Corporation for the purposes of such Registration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, and (ii) a letter dated such date, from the independent certified public accountants of the CompanyCorporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters (with an information copy provided to each holder of Registrable Securities)underwriters.
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Samples: Registration Rights Agreement (Access Integrated Technologies Inc)
Registration Procedures and Obligations. Whenever required under this Agreement to effect the registration of any Registration of securitiesRegistrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration Statement with respect to such securities Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two yearsone hundred twenty (120) days.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
(dc) Furnish to the sellers of Registrable Securities 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 Securities owned by them.
(ed) Use its reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, jurisdictions unless the Company is already subject to service in such jurisdiction and provided further that in except as may be required by the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholdersSecurities Act.
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(gf) Promptly notify Notify each seller Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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.
(hg) Provide a transfer agent and registrar for all securities Registrable Securities registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Securities, in each case not later than the effective closing date of such registration.
(ih) Furnish, at the request of any Holder requesting Registration registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such Registrationregistration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, 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 (with an information copy provided to each holder of Registrable Securities)underwriters.
(ji) Use all reasonable its best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of have such Registrable Securities and their respective counsel in connection with any filings required to be made with listed on the New York or American Stock Exchange or the Nasdaq National Association of Securities Dealers, Inc.Market.
Appears in 1 contract
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:
(a) Prepare the required Registration Statement, which shall be furnished to the Holders of the Registrable Securities covered by such Registration Statement, and file make such changes concerning the Holders in such documents as such Holders, or their counsel, may reasonably request prior to the filing thereof;
(b) File with the Commission a Registration Statement with respect to such securities those Registrable Securities and use its reasonable best efforts to cause such that Registration Statement to become effective, and, (i) in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers of Statement other than a majority of the Registrable Securities registered thereunderShelf Registration Statement, keep such the Registration Statement effective for up to two years.
until the shorter of (bx) Furnish to each seller of Registrable Securities a copy of any information contained one hundred eighty (180) days or (y) such date on which the distribution thereunder has been completed, and (ii) in the case of a Shelf Registration Statement about such seller for the purpose of allowing the seller to verify the information.Statement, in compliance with Section 2.2(a);
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such that Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to comply with the provisions of the Applicable Securities Act Laws with respect to the disposition of all securities covered by such the Registration Statement.;
(d) Furnish to the sellers of Registrable Securities such numbers Holders the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the required by Applicable Securities ActLaws, and such any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.;
(e) To the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any Shelf Registration Statement, the Company shall include in such Shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment;
(f) Use its reasonable best efforts to register Register and qualify the Registrable Securities securities covered by such the Registration Statement under such other the securities or Blue Sky laws Laws of such jurisdictions any jurisdiction, as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.;
(fg) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter underwriter(s) of such the offering. Each seller of Registrable Securities participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreements.;
(gh) Promptly notify each seller Holder of Registrable Securities covered by such the Registration Statement at any time when a prospectus relating thereto is required to be delivered under Applicable Securities Laws of (a) any written comments by the Securities Act Commission, or any request by the Commission or any applicable Governmental Authority for amendments or supplements to such Registration Statement, or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the Commission relating to, or which may affect, the Registration, (b) the issuance of any stop order by the Commission, or (c) the happening of any event or the existence of any condition as a result of which the any prospectus included in such the 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.
(h) Provide a transfer agent under which they were made, or if in the opinion of counsel for the Company it is necessary to supplement or amend such prospectus to comply with applicable Laws, and registrar for all securities registered pursuant at the request of any such Holder promptly prepare and furnish to such Registration Statement and Holder a CUSIP reasonable number for all of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in each case not later than light of the effective date of circumstances under which they were made or such registration.prospectus, as supplemented or amended, shall comply with applicable Laws;
(i) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (iA) an opinion, dated such datethe date of the sale, of the counsel representing the Company for the purposes of such the Registration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering; and (B) comfort letters dated as of (x) the effective date of the registration statement covering such Registrable Securities, and (iiy) a letter dated such datethe date of the sale as contemplated in Rule 159 under the Securities Act, 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 (with an information copy provided to each holder of Registrable Securities).underwriters;
(j) Use Otherwise comply with all rules and regulations of the Commission to the extent applicable to the applicable registration statement, prospectus or free writing prospectus and use its reasonable best efforts to list make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the securities Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Act, no later than forty-five (45) days after the end of a twelve (12) month period (or ninety (90) days, if such period is a financial year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of such registration statement, which statement shall cover such twelve (12) month period, subject to any proper and necessary extensions;
(k) Not, without the written consent of the holders of at least a majority of voting power of the then outstanding Registrable Securities, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Act;
(l) Provide a transfer agent and registrar for all Registrable Securities Registered pursuant to the Registration Statement and, where applicable, a number assigned by the Committee on Uniform Securities Identification Procedures for all those Registrable Securities, in each case not later than the effective date of the Registration;
(m) Use its reasonable best efforts to cause all Registrable Securities covered by such the applicable Registration Statement with NASDAQ or any to be listed on each securities exchange on which the Common Stock any of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by equity securities are then listed or quoted and on each seller of Registrable Securities, inter-dealer quotation system on which any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain)equity securities are then quoted; provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.and
(n) Cooperate with each seller of Take all reasonable action necessary to list the Registrable Securities and each underwriter or agenton the primary exchange on which the Company’s securities are then traded or, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to a Qualified IPO, the primary exchange on which the Company’s securities will be made with the National Association of Securities Dealers, Inc.traded.
Appears in 1 contract
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:
(a) Prepare the required Registration Statement, which shall be furnished to the Holders of the Registrable Securities covered by such Registration Statement, and file make such changes concerning the Holders in such documents as such Holders, or their counsel, may reasonably request prior to the filing thereof;
(b) File with the Commission a Registration Statement with respect to such securities those Registrable Securities and use its reasonable best efforts to cause such that Registration Statement to become effective, and, (i) in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers of Statement other than a majority of the Registrable Securities registered thereunderShelf Registration Statement, keep such the Registration Statement effective for up to two years.
until the shorter of (bx) Furnish to each seller of Registrable Securities a copy of any information contained one hundred eighty (180) days or (y) such date on which the distribution thereunder has been completed, and (ii) in the case of a Shelf Registration Statement about such seller for the purpose of allowing the seller to verify the information.Statement, in compliance with Section 2.2(a);
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such that Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to comply with the provisions of the Applicable Securities Act Laws with respect to the disposition of all securities covered by such the Registration Statement.;
(d) Furnish to the sellers of Registrable Securities such numbers Holders the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the required by Applicable Securities ActLaws, and such any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.;
(e) To the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any Shelf Registration Statement, the Company shall include in such Shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment;
(f) Use its reasonable best efforts to register Register and qualify the Registrable Securities securities covered by such the Registration Statement under such other the securities or Blue Sky laws Laws of such jurisdictions any jurisdiction, as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.;
(fg) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter underwriter(s) of such the offering. Each seller of Registrable Securities participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreements.;
(gh) Promptly notify each seller Holder of Registrable Securities covered by such the Registration Statement at any time when a prospectus relating thereto is required to be delivered under Applicable Securities Laws of (a) any written comments by the Securities Act Commission, or any request by the Commission or any applicable Governmental Authority for amendments or supplements to such Registration Statement, or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the Commission relating to, or which may affect, the Registration, (b) the issuance of any stop order by the Commission, or (c) the happening of any event or the existence of any condition as a result of which the any prospectus included in such the 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.
(h) Provide a transfer agent under which they were made, or if in the opinion of counsel for the Company it is necessary to supplement or amend such prospectus to comply with applicable Laws, and registrar for all securities registered pursuant at the request of any such Holder promptly prepare and furnish to such Registration Statement and Holder a CUSIP reasonable number for all of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in each case not later than light of the effective date of circumstances under which they were made or such registration.prospectus, as supplemented or amended, shall comply with applicable Laws;
(i) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (iA) an opinion, dated such datethe date of the sale, of the counsel representing the Company for the purposes of such the Registration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering; and (B) comfort letters dated as of (x) the effective date of the registration statement covering such Registrable Securities, and (iiy) a letter dated such datethe date of the sale as contemplated in Rule 159 under the Securities Act, 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 (with an information copy provided to each holder of Registrable Securities).underwriters;
(j) Use Otherwise comply with all rules and regulations of the Commission to the extent applicable to the applicable registration statement, prospectus or free writing prospectus and use its reasonable best efforts to list the securities covered by such Registration Statement make generally available to its security holders (or otherwise provide in accordance with NASDAQ or any securities exchange on which the Common Stock Section 11(a) of the Company Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Act, no later than forty-five (45) days after the end of a twelve (12) month period (or ninety (90) days, if such period is then listed, or NASDAQ or such securities exchange as shall be selected by a financial year) beginning with the first month of the Company.’s first fiscal quarter commencing after the effective date of such registration statement, which statement shall cover such twelve (12) month period, subject to any proper and necessary extensions;
(k) Notify each seller Not, without the written consent of the holders of at least a majority of voting power of the then outstanding Registrable Securities, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 promulgated under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.Act;
(l) Make available Provide a transfer agent and registrar for inspection upon reasonable notice during all Registrable Securities Registered pursuant to the Company’s regular business hours Registration Statement and, where applicable, a number assigned by each seller of the Committee on Uniform Securities Identification Procedures for all those Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties each case not later than the effective date of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.Registration;
Appears in 1 contract
Samples: Shareholder Agreement (Qtech Ltd.)
Registration Procedures and Obligations. Whenever required under this Agreement to effect the registration of any Registration of securitiesRegistrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration Statement with respect to such securities Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two years120 days.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
(dc) Furnish to the sellers of Registrable Securities 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 Securities owned by them.
(ed) Use its reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(gf) Promptly notify Notify each seller Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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 existingexisting or, if for any other reason the Company shall have determined that it shall be necessary during such time period to amend or supplement the registration statement or the prospectus in order to comply with the Securities Act, whereupon, in either case, each Holder shall immediately cease to use such registration statement or prospectus for any purpose and, as promptly as practicable thereafter, the Company shall prepare and file with the SEC, and furnish without charge to the appropriate Holders and managing underwriters, if any, a supplement or amendment to such registration statement or prospectus which will correct such statement or omission or effect such compliance and such copies thereof as the Holders and any underwriters may reasonably request subject to Section 11.2 herein.
(hg) Provide a transfer agent and registrar for all securities Registrable Securities registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Securities, in each case not later than the effective date of such registration.
(h) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or over-the-counter market on which similar securities issued by the Company are then listed, if applicable.
(i) Furnish, at the request of any Holder requesting Registration registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such Registrationregistration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, 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 (with an information copy provided to each holder of Registrable Securities)underwriters.
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Samples: Information and Registration Rights Agreement (Corcept Therapeutics Inc)
Registration Procedures and Obligations. Whenever required under this Agreement to effect the registration of any Registration of securitiesRegistrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration Statement with respect to such securities Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two years120 days.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable and in any event within 90 days with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
(dc) Furnish to the sellers of Registrable Securities 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 Securities owned by them.
(ed) Use its reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(gf) Promptly notify Notify each seller Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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.
(hg) Provide a transfer agent and registrar for all securities Registrable Securities registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Securities, in each case not later than the effective date of such registrationRegistration.
(ih) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (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 (with an information a copy provided to each Holder selling holder of Registrable Securities) in an underwritten public offering, 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 (with an information a copy provided to each holder of Registrable Securities).
(ji) Use all reasonable best efforts to list List the securities Registrable Securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(kj) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(lk) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:
(ai) Prepare and file with the Commission a Registration Statement with respect to such securities those Registrable Securities and use its reasonable best efforts to cause such that Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers of Holders holding a majority of the Registrable Securities registered Registered thereunder, keep such the Registration Statement effective for up to two years.until the distribution thereunder has been completed;
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(cii) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such that Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to comply with the provisions of the Securities Act applicable securities Laws with respect to the disposition of all securities covered by such the Registration Statement.;
(diii) Furnish to the sellers of Registrable Securities such numbers Holders the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Actrequired by applicable securities Laws, and such any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.;
(eiv) Use its reasonable best efforts to register Register and qualify the Registrable Securities securities covered by such the Registration Statement under such other the securities or Blue Sky laws Laws of such jurisdictions any jurisdiction, as shall be reasonably requested by the sellers Holders, at the expense of Registrable Securitiesthe Holder for any jurisdiction other than the United States, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.;
(fv) If the registration relates to an offering of depositary shares or other securities representing Ordinary Shares deposited pursuant to a deposit agreement or similar facility, cause the depositary under such agreement or facility to accept for deposit under such agreement or facility all Registrable Securities requested by each Holder to be included in such registration in accordance with this Section 4;
(vi) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter underwriter(s) of such the offering. Each seller of Registrable Securities participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreements.;
(gvii) Promptly notify each seller Holder of Registrable Securities covered by such the Registration Statement at any time when a prospectus relating thereto is required to be delivered under applicable securities Laws of (a) the Securities Act issuance of any stop order by the Commission, or (b) the happening of any event or the existence of any condition as a result of which the any prospectus included in such the 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.under which they were made, or if in the opinion of counsel for the Company it is necessary to supplement or amend such prospectus to comply with law, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made or such prospectus, as supplemented or amended, shall comply with law;
(hviii) Otherwise comply with all applicable rules and regulations of the Commission to the extent applicable to the applicable registration statement and use its reasonable best efforts to make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act as soon as practicable, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of such registration statement, which statement shall cover such twelve (12) month period, subject to any proper and necessary extensions;
(ix) Not, without the prior consent of the holders of at least a majority of voting power of the then outstanding Registrable Securities, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act;
(x) Provide a transfer agent and registrar for all securities registered Registrable Securities Registered pursuant to such the Registration Statement and and, where applicable, a CUSIP number assigned by the Committee on Uniform Securities Identification Procedures for all such securitiesthose Registrable Securities, in each case not later than the effective date of such registration.the Registration; and
(ixi) FurnishTake all reasonable action necessary to list the Registrable Securities on the primary exchange on which the Company’s securities are then traded. Notwithstanding anything to the contrary herein, at the request Company may, by notice to the Holders, suspend the use of the Registration Statement for up to forty-five (45) consecutive Trading Days (but not more than an aggregate of ninety (90) Trading Days (which need not be consecutive Trading Days) during any 12-month period) if the Company determines in good faith that it is appropriate to do so in order to avoid disclosure of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated such date, confidential information of the counsel representing the Company for the purposes of where such Registration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, and (ii) a letter dated such date, from the independent certified public accountants of disclosure would harm the Company, in form and substance as is customarily given by independent certified public accountants which case the Company shall not be required to underwriters in an underwritten public offering, addressed to amend or supplement the underwriters (with an information copy provided to each holder of Registrable Securities).
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required prospectus to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose during such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structureperiod.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Samples: Registration Rights Agreement (Gridsum Holding Inc.)
Registration Procedures and Obligations. Whenever required under this Agreement to effect any Registration of securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration Statement with respect to such securities and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 6 or Section 47, upon the request of the sellers of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two years.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Commission 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 securities covered by such Registration Statement.
(d) Furnish to the sellers of Registrable Securities 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 Securities owned by them.
(e) Use its reasonable best efforts to register and qualify the Registrable Securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable Securities, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.
(f) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreements, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreements.
(g) Promptly notify each seller of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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.
(h) Provide a transfer agent and registrar for all securities registered pursuant to such Registration Statement and a CUSIP number for all such securities, in each case not later than the effective date of such registration.
(i) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (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 (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, 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 (with an information copy provided to each holder of Registrable Securities).
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l10(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l10(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Samples: Investor Rights Agreement (Jazz Pharmaceuticals Inc)
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Shares, the Company Corporation shall, as expeditiously as reasonably possible:
(a) 4.4.1. Prepare and file with the Securities and Exchange Commission a Registration Statement with respect to such securities Registrable Shares and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Stockholders of a majority of the Registrable Securities Shares registered thereunder, keep such Registration Statement effective for up to two yearseighty (80) days.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) 4.4.2. Prepare and file as expeditiously as reasonably practicable with the Securities and Exchange Commission such amendments and supplements to such Registration Statement and the prospectus used in 4.4.1. 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 securities covered by such Registration Statement.
(d) 4.4.3. Furnish to the sellers of Registrable Securities Stockholders 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 Securities Shares owned by them.
(e) 4.4.4. Use its reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable Securitiesselling Stockholders; provided, provided however, that the Company Corporation shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions; and provided, and provided further further, that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholdersStockholders, such expenses shall be payable pro rata by selling stockholdersStockholders.
(f) 4.4.5. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Stockholder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(g) Promptly notify 4.4.6. Notify each seller Stockholder of Registrable Securities 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.
(h) 4.4.7. Provide a transfer agent and registrar for all securities Registrable Shares registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Shares, in each case not later than the effective date of such registrationRegistration.
(i) 4.4.8. Furnish, at the request of any Holder Stockholder requesting Registration of Registrable Securities Shares pursuant to this Agreement, on the date that such Registrable Securities Shares are delivered for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company Corporation for the purposes of such Registration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, addressed to such Stockholder and (ii) a letter dated such date, from the independent certified public accountants of the CompanyCorporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters (with an information copy provided to each holder of Registrable Securities)underwriters.
(j) 4.4.9. Use all reasonable its best efforts to list the securities covered by cause all such Registration Statement with NASDAQ or any Registrable Shares to be listed on each securities exchange on which similar securities issued by the Common Stock of the Company is Corporation are then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each 4.4.10. Subject to Section 12 hereof, make available for inspection by any seller of Registrable Securities under such Registration Statement of (i) Shares to be sold pursuant to the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such seller or underwriterunderwriter (collectively, the "Inspectors"), all material financial and other records, pertinent corporate documents and properties of the CompanyCorporation (collectively, the "Records"), and cause the Company’s Corporation's officers, directors directors, employees and employees independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement.
4.4.11. Each Otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such other document covering the period of at least twelve (12) months beginning with the first day of the Corporation's first full calendar quarter after the effective date of the Registration Statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
4.4.12. After the filing of the Registration Statement, (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers of such Registrable Shares set forth in such Registration Statement or supplement to such prospectus and (iii) promptly notify each such seller holding Registrable Shares covered by such Registration Statement of any stop order issued or threatened suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such Registration Statement for sale in any jurisdiction and take all reasonable actions required to prevent the entry of such stop order or promptly to remove it if entered.
4.4.13. Have its employees and personnel (i) prepare and make presentations at any "road shows" and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Shares and (iii) otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Corporation's businesses and the requirements of the marketing process) in the offering, marketing or selling of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter Shares in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Registration Procedures and Obligations. Whenever required under this Agreement to effect the registration of any Registration of securitiesRegistrable Securities, the Company shall, as expeditiously as reasonably possible:
(aA) Prepare and file with the Commission a Registration Statement with respect to such securities Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two years120 days.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(cB) Prepare and file as expeditiously as reasonably practicable and in any event within 90 days with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
(dC) Furnish to the sellers of Registrable Securities 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 Securities owned by them.
(eD) Use its all reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholdersshareholders, such expenses shall be payable pro rata by selling stockholdersshareholders.
(fE) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(gF) Promptly notify Notify each seller Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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.
(hG) Provide a transfer agent and registrar for all securities Registrable Securities registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Securities, in each case not later than the effective date of such registration.
(iH) Furnish, at the request of any Holder requesting Registration registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such Registrationregistration, in form and substance as is customarily given to underwriters (with an information a copy provided to each Holder selling holder of Registrable Securities) in an underwritten public offering, 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 (with an information a copy provided to each holder of Registrable Securities).
(jI) Use all reasonable best efforts to list the securities Registrable Securities covered by such Registration Statement registration statement with NASDAQ Nasdaq or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ Nasdaq or such securities exchange as shall be selected by the Company, or, if the Company fails to make an application to so list within 30 days of a request for the same by the Investors in connection with a Qualified Public Offering, as defined below, the Investors may determine the place of listing, subject to qualification by the Company to list its shares thereon.
(kJ) Notify each seller of Registrable Securities under such Registration Statement registration statement of (i) the effectiveness of such Registration Statementregistration statement, (ii) the filing of any post-effective amendments to such Registration Statementregistration statement, or (iii) the filing of a supplement to such Registration Statementregistration statement.
(lK) Make available for inspection upon reasonable notice during the Company’s 's regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statementregistration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s 's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structureregistration statement.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Samples: Information and Registration Rights Agreement (Biomimetic Therapeutics, Inc.)
Registration Procedures and Obligations. Whenever required under this Agreement to effect the registration of any Registration of securitiesRegistrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration Statement with respect to such securities Registrable Securities and use its all reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two years120 days, or in the case of the Shelf Registration Statement, 12 months.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
(dc) Furnish to the sellers of Registrable Securities 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 Securities owned by them.
(ed) Use its all reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholdersshareholders, such expenses shall be payable pro rata by selling stockholdersshareholders.
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(gf) Promptly notify each seller Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act (i) 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, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and prospectus or for additional information after the Registration Statement has become effective and (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose. In the case of a Shelf Registration Statement, the Company agrees that, upon the happening of any event described in subsections (i), (ii) and (iii) of this Section 9(f), the Company shall use its best efforts to file and have declared effective (if an amendment) as soon as practicable an amendment or supplement to the Shelf Registration Statement and shall extend the period during which such Shelf Registration Statement shall be maintained effective by the number of days in the period from and including the date of the giving of notice of such event to and including the date when the Company gives notice that the amendment or supplement has been filed and declared effective (if an amendment).
(hg) Provide a transfer agent and registrar for all securities Registrable Securities registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Securities, in each case not later than the effective date of such registration.
(ih) Furnish, at the request of any Holder requesting Registration registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such Registrationregistration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, 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 (with an information copy provided to each holder of Registrable Securities)underwriters.
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Registration Procedures and Obligations. Whenever required under this Agreement to effect the registration of any Registration of securitiesRegistrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration Statement with respect to such securities Registrable Securities and use its all reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of any of the sellers of a majority Holders of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two yearsthe longer of 48 months or the date on which all unsold Registrable Securities can be sold under Rule 144(k).
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
(dc) Furnish to the sellers of Registrable Securities Holders such numbers of copies of a prospectus, including a preliminary prospectusprospectus and such amendments and supplements, all, 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 Securities owned by them.
(ed) Use its all reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(gf) Promptly notify each seller Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act (i) 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, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and prospectus or for additional information after the Registration Statement has become effective and (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose. In the case of a Shelf Registration Statement, the Company agrees that, upon the happening of any event described in subsections (i), (ii) and (iii) of this Section 5(f), the Company shall use its best efforts to file and have declared effective (if an amendment) as soon as practicable an amendment or supplement to the Shelf Registration Statement and shall extend the period during which such Shelf Registration Statement shall be maintained effective by the number of days in the period from and including the date of the giving of notice of such event to and including the date when the Company gives notice that the amendment or supplement has been filed and declared effective (if an amendment).
(hg) Provide a transfer agent and registrar for all securities Registrable Securities registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Securities, in each case not later than the effective date of such registration.
(ih) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this AgreementHolder, on the date that such Registrable Securities are delivered for sale in connection with a Registration registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such Registrationregistration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, 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 (with an information copy provided to each holder of Registrable Securities)underwriters.
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration Statement with respect to such securities those Registrable Securities and use its reasonable best efforts to cause such that Registration Statement to become effective, and, to remain effective for a period of time required for the disposition of such Registrable Securities by the Holders thereof but not to exceed ninety (90) days, provided, however, that such ninety (90)-day period shall be extended for a period of time equal to the period any Holder is refrained from selling any securities included in the case of a such Registration pursuant to Section 3 or Section 4, upon at the request of the sellers of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two years.underwriter(s);
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such that Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to comply with the provisions of the Applicable Securities Act Law with respect to the disposition of all securities covered by such the Registration Statement.;
(dc) Furnish to the sellers of Registrable Securities such numbers Holders the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the required by Applicable Securities ActLaw, and such any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.;
(ed) Use its reasonable best efforts to register Register and qualify the Registrable Securities securities covered by such the Registration Statement under such other the securities or Blue Sky laws of such jurisdictions any jurisdiction, as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in except as may be required under the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.Securities Act;
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter underwriters of such the offering. Each seller of Registrable Securities shareholder participating in such the underwriting shall also enter into and perform its obligations under such an agreement and related agreements.agreement;
(gf) Promptly notify Notify each seller Holder of Registrable Securities covered by such the Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Applicable Securities Act Law or of the happening of any event as a result of which the any prospectus included in such the 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.;
(hg) Provide a transfer agent and registrar for all securities registered Registrable Securities Registered pursuant to such the Registration Statement and and, where applicable, a CUSIP number assigned by the Committee on Uniform Securities Identification Procedures for all such securitiesthose Registrable Securities, in each case not later than the effective date of such registration.the Registration;
(ih) FurnishUse reasonable best efforts to furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated such datethe date of the sale, of the counsel representing the Company for the purposes of such the Registration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, ; and (ii) a comfort letter dated such datethe date of the sale, 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 underwriters;
(i) Take all reasonable action necessary to list the Registrable Securities on the primary exchange upon which the Company’s securities are traded or, in connection with an information copy provided to each holder of Registrable Securities).IPO, the primary exchange upon which the Company’s securities will be traded; and
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make its officers and management team available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial investor road shows and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care meetings as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested deemed necessary by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offeringunderwriters.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Registration Procedures and Obligations. Whenever required under this Agreement to effect the registration of any Registration of securitiesRegistrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration Statement with respect to such securities Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two years120 days.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable and in any event within ninety (90) days with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
(dc) Furnish to the sellers of Registrable Securities 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 Securities owned by them.
(ed) Use its reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholdersshareholders, such expenses shall be payable pro rata by selling stockholdersshareholders.
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(gf) Promptly notify Notify each seller Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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.
(hg) Provide a transfer agent and registrar for all securities Registrable Securities registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Securities, in each case not later than the effective date of such registration.
(ih) Furnish, at the request of any Holder requesting Registration registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such Registrationregistration, in form and substance as is customarily given to underwriters (with an information a copy provided to each Holder selling holder of Registrable Securities) in an underwritten public offering, 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 (with an information a copy provided to each holder of Registrable Securities).
(ji) Use all reasonable best efforts to list the securities Registrable Securities covered by such Registration Statement with NASDAQ or registration statement on any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(kj) Notify each seller of Registrable Securities under such Registration Statement registration statement of (i) the effectiveness of such Registration Statementregistration statement, (ii) the filing of any post-effective amendments to such Registration Statementregistration statement, or (iii) the filing of a supplement to such Registration Statementregistration statement.
(lk) Make available for inspection upon reasonable notice during the Company’s 's regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statementregistration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s 's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structureregistration statement.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Samples: Piggyback Registration Rights Agreement (Imperial Petroleum Recovery Corp)
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission (or comparable regulatory agency for a Registration in a jurisdiction other than the United States) a Registration Statement with respect to such securities those Registrable Securities and use its reasonable best efforts to cause such that Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Holders of a majority of the Registrable Securities registered Registered thereunder, keep such the Registration Statement effective for up to two years.120 days;
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such (or comparable regulatory agency for a Registration in a jurisdiction other than the United States), amendments and supplements to such that Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to comply with the provisions of the Securities Act (or other applicable law in a jurisdiction other than the United States) with respect to the disposition of all securities covered by such the Registration Statement.;
(dc) Furnish to the sellers of Registrable Securities such numbers Holders the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of required by the Securities ActAct (or other applicable law in a jurisdiction other than the United States), and such any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.them that are contained in such Prospectus;
(ed) Use its reasonable best efforts to register Register and qualify the Registrable Securities securities covered by such the Registration Statement under such other securities or Blue Sky laws of such any other jurisdictions as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholdersshareholders, such those expenses shall be payable pro rata by selling stockholders.shareholders;
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreements.agreement;
(gf) Promptly notify Notify each seller Holder of Registrable Securities covered by such the 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 the 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.;
(hg) Provide a transfer agent and registrar for all securities registered Registrable Securities Registered pursuant to such the Registration Statement and a CUSIP number for all such securitiesthose Registrable Securities, in each case not later than the effective date of such registration.the Registration;
(ih) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriter for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated such datethe date of the sale, of the counsel representing the Company for the purposes of such the Registration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offeringoffering and reasonably satisfactory to a majority of the Holders requesting Registration, and (ii) a letter dated such datethe date of the sale, 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 offeringoffering and reasonably satisfactory to a majority of the Holders requesting Registration, addressed to the underwriters (with an information copy provided to each holder of Registrable Securities).underwriters; and
(ji) Use Take all reasonable best efforts action necessary to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) on the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection primary exchange upon reasonable notice during which the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that securities are provided to it relating to such tax treatment and tax structurethen traded.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Samples: Shareholder Agreements (E-Commerce China Dangdang Inc.)
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:
(a) Prepare the required Registration Statement, which shall be furnished to the Holders of the Registrable Securities covered by such Registration Statement, and file make such changes concerning the Holders in such documents as such Holders, or their counsel, may reasonably request prior to the filing thereof;
(b) File with the Commission a Registration Statement with respect to such securities those Registrable Securities and use its reasonable best efforts to cause such that Registration Statement to become effective, and, (i) in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers of Statement other than a majority of the Registrable Securities registered thereunderShelf Registration Statement, keep such the Registration Statement effective for up to two years.
until the shorter of (bx) Furnish to each seller of Registrable Securities a copy of any information contained one hundred eighty (180) days or (y) such date on which the distribution thereunder has been completed, and (ii) in the case of a Shelf Registration Statement about such seller for the purpose of allowing the seller to verify the information.Statement, in compliance with Section 2.2(a);
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such that Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to comply with the provisions of the Applicable Securities Act Laws with respect to the disposition of all securities covered by such the Registration Statement.;
(d) Furnish to the sellers of Registrable Securities such numbers Holders the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the required by Applicable Securities ActLaws, and such any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.;
(e) To the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any Shelf Registration Statement, the Company shall include in such Shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment;
(f) Use its reasonable best efforts to register Register and qualify the Registrable Securities securities covered by such the Registration Statement under such other the securities or Blue Sky laws Laws of such jurisdictions any jurisdiction, as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.
(f) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreements, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreements.
(g) Promptly notify each seller of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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.
(h) Provide a transfer agent and registrar for all securities registered pursuant to such Registration Statement and a CUSIP number for all such securities, in each case not later than the effective date of such registration.
(i) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (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 (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, 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 (with an information copy provided to each holder of Registrable Securities).
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.;
Appears in 1 contract
Registration Procedures and Obligations. Whenever required under this Agreement to effect the registration of any Registration of securitiesRegistrable Securities, the Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Commission a Registration Statement with respect to such securities Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement effective for up to two years90 days.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
(dc) Furnish to the sellers of Registrable Securities 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 Securities owned by them.
(ed) Use its reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable SecuritiesHolders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(gf) Promptly notify Notify each seller Holder of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of 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.
(hg) Provide a transfer agent and registrar for all securities Registrable Securities registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Securities, in each case not later than the effective date of such registration.
(ih) Furnish, at the request of any Holder requesting Registration registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such Registrationregistration, in form and substance as is customarily given to underwriters (with an information a copy provided to each Holder selling holder of Registrable Securities) in an underwritten public offering, 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 (with an information a copy provided to each holder of Registrable Securities).
(ji) Use all reasonable best efforts to list the securities Registrable Securities covered by such Registration Statement registration statement with NASDAQ Nasdaq or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ Nasdaq or such securities exchange as shall be selected by the Company, or, if the Company fails to make an application to so list within 30 days of a request for the same by the Investors in connection with a Qualified Public Offering, as defined below, the Investors may determine the place of listing, subject to qualification by the Company to list its shares thereon.
(kj) Notify each seller of Registrable Securities under such Registration Statement registration statement of (i) the effectiveness of such Registration Statementregistration statement, (ii) the filing of any post-effective amendments to such Registration Statementregistration statement, or (iii) the filing of a supplement to such Registration Statementregistration statement.
(lk) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statementregistration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the CompanyCompany reasonably requested to be inspected by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structureregistration statement.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Samples: Information and Registration Rights Agreement (Corus Pharma Inc)
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:
(a) Prepare prepare and file with the Commission a Registration Statement with respect to such securities those Registrable Securities and use its reasonable best efforts to cause such that Registration Statement to become effective, and, in keep the case Registration Statement effective and current for such period of a Registration pursuant time as is necessary to Section 3 or Section 4, upon permit the request of the sellers of a majority sale of the Registrable Securities registered thereunder; provided, keep however, that before filing such Registration Statement effective for up or any amendments thereto, the Company will furnish to two years.the counsel selected by the Holders copies of all such documents proposed to be filed;
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such that Registration Statement and the prospectus or prospectus supplement used in connection with such the Registration Statement as may be necessary to comply with the provisions of the U.S. Securities Act Law with respect to the disposition of all securities covered by such the Registration Statement.;
(dc) Furnish furnish to the sellers of Registrable Securities such numbers Holders and underwriters the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the required by U.S. Securities ActLaws, and such any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.such Holders;
(ed) Use use its reasonable best efforts to register Register and qualify the Registrable Securities covered by such the Registration Statement under U.S. Securities Laws, such other securities or Blue Sky blue-sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable Securities, Holders or underwriters; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and provided further except as may be required by the Securities Act; and provided, further, that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by the selling stockholdersshareholders, such those expenses shall be payable by such selling shareholders on a pro rata by selling stockholders.basis;
(fe) In in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in customary form (including indemnification provisions and related agreementsprocedures customary in underwritten offerings) and take all such other actions reasonably requested by the underwriters to expedite or facilitate the underwritten disposition of such Registrable Securities (including making its officers and management team available for investor road shows, sales events, marketing activities and other meetings) and in connection therewith in any underwritten offering, (i) make such representations and warranties to the underwriters and the Holders with respect to the business of the Company and its subsidiaries, and the Registration Statement, prospectus and documents incorporated or deemed to be incorporated by reference therein, in usual each case, in customary form and confirm the same if and when requested, (ii) furnish opinions of counsel to the Company, addressed to the underwriters covering the matters customarily covered in such opinions requested in underwritten offerings, (iii) obtain "comfort" letters from the independent certified public accountants as may be reasonably requested including of the Company and any other independent certified public accountants of any business acquired by the Company for which financial statements or financial data are included in the Registration Statement who have certified the financial statements included in the Registration Statement, addressed to the underwriters, such letters to be in customary formform and covering matters of the type customarily covered in "comfort" letters and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of the Registrable Securities being sold in connection therewith, their counsel and the underwriters to evidence the continued validity of the representations and warranties made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company;
(f) promptly notify each Holder: (i) when the Registration Statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the managing underwriter Registration Statement or any post-effective amendment thereto, when the same has become effective; (ii) of such offering. Each seller any request by the Commission for amendments or supplements to the Registration Statement or the prospectus used in connection with the Registration Statement or any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings by any Person for that purpose; and (iv) of the receipt by the Company of any written notification with respect to the suspension of the qualification of any Registrable Securities participating for sale in any jurisdiction or the initiation or overt threat of any proceeding for such underwriting shall also enter into and perform its obligations under such an agreement and related agreements.purpose;
(g) Promptly notify each seller of Registrable Securities covered by such Registration Statement Holder, at any time when a prospectus relating thereto is required to be delivered under the U.S. Securities Act Laws, 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 and promptly prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus and file any other required document, and prepare and furnish to the Holders and underwriters a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary, so that, as thereafter delivered to the Holders and any underwriters, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.;
(h) Provide use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest practicable time;
(i) if any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, and if such Holder is advised by counsel that it is or may be deemed to be a control person in relation to, or an Affiliate of, the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder is not to be construed as a recommendation by such Holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not, based on the advice of counsel to the Company, such Holder and if applicable, the underwriters, required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder;
(j) if requested by the Requester, the underwriters or the placement agent, include in a prospectus supplement or amendment to the Registration Statement such information as may be reasonably requested or required in order to market the securities being sold and permit the intended method of distribution of the Registrable Securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Company's receipt of such request;
(k) provide a transfer agent and registrar for all securities registered Registrable Securities Registered pursuant to such the Registration Statement and and, where applicable, a CUSIP number assigned by the Committee on Uniform Securities Identification Procedures for all such securitiesthose Registrable Securities, in each case not later than the effective date of such registration.
(i) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (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 (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, 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 (with an information copy provided to each holder of Registrable Securities).
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.;
(l) Make make available for inspection upon reasonable notice during by the Company’s regular business hours by each seller of Registrable SecuritiesHolders, any underwriter underwriters participating in any distribution disposition pursuant to such a Registration Statement, Statement and any attorney, accountant attorneys or accountants or other agent agents retained by any such seller underwriters or underwriterselected by the Holders, all material financial and other records, pertinent corporate documents documents, and properties of the Company, and cause the Company’s 's officers, directors directors, employees, and employees independent accountants to supply all information reasonably requested by any such sellerHolder, underwriterunderwriters, attorneyattorneys, accountant accountants, or agent agents, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.therewith;
(m) Cause use its reasonable best efforts to cause the senior executive officers transfer agent to remove restrictive legends on certificates representing the securities covered by such Registration Statement, as appropriate and settle any offering or sale of Registrable Securities, including with respect to the Company to participate transfer of physical stock certificates into book-entry form in the customary “road show” presentations that may be accordance with any procedures reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.underwriters;
(n) Cooperate cooperate with each seller the Holders and the underwriters to facilitate the timely delivery of Registrable Securities to be sold and each underwriter or agent, if any, participating in the disposition of to enable such Registrable Securities and their respective counsel in connection with any filings required to be made with issued in such denominations and registered in such names as such Holders may reasonably request at least two (2) Business Days prior to the National Association closing of any sale of Registrable Securities;
(o) cause the Registrable Securities to be listed on the Applicable Exchange; and
(p) ensure that, at all times after any Registration Statement covering a public offering of Securities Dealersof the Company under the Securities Act shall become effective, Inc.its ixxxxxx xxxxxxx policy shall provide that the Company's directors may implement a trading program under Rule 10b5-1 of the Exchange Act.
Appears in 1 contract
Samples: Registration Rights Agreement (MYnd Analytics, Inc.)
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Shares, the Company Corporation shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Securities and Exchange Commission a Registration Statement with respect to such securities Registrable Shares and use its reasonable best efforts to cause such Registration Statement to become effective, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers Stockholder of a majority of the Registrable Securities Shares registered thereunder, keep such Registration Statement effective for up to two yearsone hundred twenty (120) days.
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) Prepare and file as expeditiously as reasonably practicable with the Securities and Exchange Commission 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 securities covered by such Registration Statement.
(dc) Furnish to the sellers of Registrable Securities Stockholder 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 Securities Shares owned by them.
(ed) Use its reasonable best efforts to register and qualify the Registrable Securities securities covered by such Registration Statement under such other securities or Blue Sky blue sky laws of such jurisdictions as shall be reasonably requested by the sellers of Registrable Securitiesselling Stockholder; PROVIDED, provided HOWEVER, that the Company Corporation shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states or jurisdictions; and PROVIDED, and provided further FURTHER, that in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholdersStockholder, such expenses shall be payable pro rata PRO RATA by selling stockholdersStockholder.
(fe) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter of such offering. Each seller of Registrable Securities Stockholder participating in such underwriting shall also enter into and perform its obligations under such an agreement and related agreementsagreement.
(gf) Promptly notify Notify each seller Stockholder of Registrable Securities 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.
(hg) Provide a transfer agent and registrar for all securities Registrable Shares registered pursuant to such Registration Statement and a CUSIP number for all such securitiesRegistrable Shares, in each case not later than the effective date of such registrationRegistration.
(ih) Furnish, at the request of any Holder Stockholder requesting Registration of Registrable Securities Shares pursuant to this Agreement, on the date that such Registrable Securities Shares are delivered for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company Corporation for the purposes of such Registration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering, and (ii) a letter dated such date, from the independent certified public accountants of the CompanyCorporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters (with an information copy provided to each holder of Registrable Securities)underwriters.
(j) Use all reasonable best efforts to list the securities covered by such Registration Statement with NASDAQ or any securities exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior to the time of disclosure by the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.
Appears in 1 contract
Samples: Registration Rights Agreement (Access Integrated Technologies Inc)
Registration Procedures and Obligations. Whenever required under this Agreement to effect any the Registration of securitiesany Registrable Securities held by the Investor, the Company shall, as expeditiously as reasonably possible:
(a) i. Prepare and file with the Commission a Registration Statement with respect to such securities and those Registrable Securities and, to the extent the Registration Statement is not automatically effective, use its reasonable best efforts to cause such that Registration Statement to become effectiveeffective as soon as practicable, and, in the case of a Registration pursuant to Section 3 or Section 4, upon the request of the sellers of a majority of the Registrable Securities registered thereunderInvestor, keep the Registration Statement effective until the distribution thereunder has been completed. The Company shall notify the Investor as promptly as practicable after any Registration Statement is declared effective (to the extent such Registration Statement effective for up to two years.is not automatically effective);
(b) Furnish to each seller of Registrable Securities a copy of any information contained in the Registration Statement about such seller for the purpose of allowing the seller to verify the information.
(c) ii. Prepare and file as expeditiously as reasonably practicable with the Commission such amendments and supplements to such that Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to comply with the provisions of the Applicable Securities Act Laws with respect to the disposition of all securities covered by such the Registration Statement.;
(d) iii. Within a reasonable time before filing a Registration Statement, prospectus or amendments or supplements thereto with the Commission, furnish to one counsel selected by the Investor copies of such documents proposed to be filed, and the Company shall reasonably consider the comments of such counsel;
iv. Furnish to the sellers of Registrable Securities such numbers Investor the number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the required by Applicable Securities ActLaws, and such any other documents as they the Investor may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.the Investor;
(e) v. Use its reasonable best efforts to register Register and qualify the Registrable Securities securities covered by such the Registration Statement under such other the securities or Blue Sky laws of such jurisdictions any jurisdiction, as shall be reasonably requested by the sellers of Registrable SecuritiesInvestor, provided provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such states jurisdictions;
vi. Use reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or jurisdictions, and provided further that in other market on which similar securities issued by the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by selling stockholders.Company are then listed;
(f) vii. In the event of any underwritten public offering (including for the avoidance of doubt, any “bought deal,” “registered direct offering” or “overnight transaction”), enter into and perform its obligations under an underwriting agreement and related agreementsagreement, in usual and customary form, with the managing underwriter(s) of the offering, and take all such other customary actions as the Investor or the managing underwriter of such offering. Each seller offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities participating (including, without limitation, making appropriate officers of the Company available to participate in such underwriting shall also enter into “road show” and perform its obligations under such an agreement and related agreements.other customary marketing activities);
(g) viii. Promptly notify each seller of Registrable Securities covered by such Registration Statement the Investor at any time when a prospectus relating thereto to the Registrable Securities held by the Investor is required to be delivered under Applicable Securities Laws of (a) the Securities Act issuance of any stop order by the Commission, or (b) the happening of any event or the existence of any condition as a result of which the any prospectus included in such the 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.
(h) Provide under which they were made, or if in the opinion of counsel for the Company it is necessary to supplement or amend such prospectus to comply with law, and at the request of the Investor promptly prepare and furnish to the Investor a transfer agent and registrar for all securities registered pursuant reasonable number of copies of a supplement to or an amendment of such Registration Statement and a CUSIP number for all prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in each case not later than light of the effective date of circumstances under which they were made or such registration.prospectus, as supplemented or amended, shall comply with law;
(i) ix. Furnish, at the request of any Holder the Investor requesting Registration of the Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (iA) an opinionopinion and negative assurance letter, dated such datethe date of the sale, of the counsel representing the Company for the purposes of such the Registration, in form and substance as is customarily given to underwriters (with an information copy provided to each Holder selling Registrable Securities) in an underwritten public offering; and (B) comfort letters dated as of (x) the effective date of the Registration Statement covering such Registrable Securities, and (iiy) a letter dated such datethe closing date of the offering, 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 (underwriters;
x. Otherwise comply with an information copy provided all applicable rules and regulations of the Commission to each holder of Registrable Securities).
(j) Use all the extent applicable to the applicable Registration Statement and use its reasonable best efforts to make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of a twelve (12) month period (or ninety (90) days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of such registration statement, which statement shall cover such twelve (12) month period, subject to any proper and necessary extensions;
xi. Not, without the written consent of the Investor, make any offer relating to the Registrable Securities that would constitute a “free writing prospectus,” as defined in Rule 405 promulgated under the Securities Act;
xii. Take all reasonable action necessary to list the securities covered by such Registration Statement with NASDAQ or any securities Registrable Securities on the primary exchange on which the Common Stock of the Company is then listed, or NASDAQ or such securities exchange as shall be selected by the Company.
(k) Notify each seller of Registrable Securities under such Registration Statement of (i) the effectiveness of such Registration Statement, (ii) the filing of any post-effective amendments to such Registration Statement, or (iii) the filing of a supplement to such Registration Statement.
(l) Make available for inspection upon reasonable notice during the Company’s regular business hours by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statementsecurities are then traded; and
xiii. Each seller of Registrable Securities agrees to use the same degree of care as such seller uses to protect its own confidential information, but in no event less than reasonable care, to keep confidential any information furnished to it by the Company pursuant to this Subsection 7(l) for a period of 3 years (so long as such information is not in the public domain); provided, however, such seller’s obligation to keep information confidential under this Subsection 7(l) shall not apply (a) to information which such seller learns from a third party with the right to make such disclosure, provided the seller complies with the restrictions imposed by the third party, (b) to information which is in seller’s possession prior Subject to the time of disclosure by terms and conditions hereof, otherwise use its reasonable efforts to take all other steps necessary to effect the Company and not acquired by seller under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) the seller is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) seller is required to disclose such information by court order, and (e) to information disclosed to any partner, subsidiary, parent, legal counsel or advisor of such seller for the purpose of evaluating or monitoring its investment in the Company. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
(m) Cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the Holders or the managing underwriter in any underwritten offering and otherwise to facilitate, cooperate with, and participate in each underwritten offering.
(n) Cooperate with each seller of Registrable Securities and each underwriter or agent, if any, participating in the disposition Registration of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.contemplated hereby.
Appears in 1 contract
