Registration Procedures. Whenever the Holder of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of the resale of such Registrable Securities and pursuant thereto the Company shall as soon as practicable: (a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel); (b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; (c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; (d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers in such jurisdictions (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction); (e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed; (g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and (i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
Appears in 7 contracts
Samples: Registration Rights Agreement (VDC Communications Inc), Registration Rights Agreement (VDC Corp LTD), Registration Rights Agreement (VDC Communications Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities Securities, and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 90 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided provided, that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Companyincluding an underwriting agreement in customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder)such Registrable Securities; and
(i) make available for inspection during normal business hours by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement this Agreement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. In connection with any Demand Registration or Piggyback Registration, the holders of Registrable Securities will expeditiously supply the Company with all information and copies of all documents reasonably necessary to effect such registration in compliance with the Securities Act and the rules and regulations thereunder and shall otherwise cooperate with the Company and its counsel in expediting the effectiveness of any such registration.
Appears in 7 contracts
Samples: Registration Agreement (Healthgate Data Corp), Registration Agreement (Healthgate Data Corp), Registration Agreement (Healthgate Data Corp)
Registration Procedures. Whenever the Holder Holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of distribution thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare Prepare and file with the SEC Commission a registration statement on any form for which the Company qualifies with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will (i) furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement Holders copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel, and (ii) notify each holder of Registrable Securities covered by such registration of any stop order issued or threatened by the Commission);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare Prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period equal to the shorter of not less than 180 days (i) six (6) months and (ii) the time by which all securities covered by such registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish Furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use Use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions jurisdiction as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 5.01(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify Notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; provided that the Company shall not be required to amend the registration statement or supplement the prospectus for a period of up to six (6) months, if the board of directors of the Company (the “Board”) determines in good faith that to do so would reasonably be expected to have a material adverse effect on any proposal or plan by the Company to engage in any financing, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction or would require the disclosure of any information that the Board determines in good faith the disclosure of which would be detrimental to the Company, it being understood that the period for which the Company is obligated to keep the registration statement effective shall be extended for a number of days equal to the number of days the Company delays amendments or supplements pursuant to this provision; provided further, that the Board may exercise the foregoing right to delay amendments or supplements only once in any twelve (12) month period. Upon receipt of any notice pursuant to this Section 5.01(e) Holders shall suspend all offers and sales of securities of the Company and all use of any prospectus until advised by the Company that offers and sales may resume, and shall keep confidential the fact and content of any notice given by the Company pursuant to this Section 5.01(e);
(f) cause Cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter Enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including without limitation, effecting a stock split or a combination of the Holdershares); and;
(i) make Make available for inspection during normal business hours by any seller a representative of the Holders of Registrable SecuritiesSecurities included in the registration statement, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) Otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve (12) months beginning after the effective date of the registration statement, which earning statement shall satisfy the provisions of section 11(a) of the Securities Act and Rule 158 thereunder;
(k) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, use its best efforts promptly to obtain the withdrawal of such order; and
(l) Obtain a so-called “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters.
Appears in 5 contracts
Samples: Registration Rights Agreement (Iomai Corp), Registration Rights Agreement (Iomai Corp), Registration Rights Agreement (Iomai Corp)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa21of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) otherwise use its best efforts to comply with the Securities Act, the Securities Exchange Act, 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(n) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement).
Appears in 5 contracts
Samples: Registration Agreement (Harris Interactive Inc), Registration Agreement (Harris Interactive Inc), Registration Agreement (Harris Interactive Inc)
Registration Procedures. Whenever If and whenever the Holder Company is required to effect the registration of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect and facilitate the registration of the resale registration, offering and sale of such Registrable Securities and in accordance with the intended method of disposition thereof as promptly as is practicable and, pursuant thereto thereto, the Company shall as soon expeditiously as practicablepossible and as applicable:
(a) prepare and file with the SEC a registration statement Registration Statement with respect to the resale of such Registrable Securities Securities, make all required filings required in connection therewith and (if the Registration Statement is not automatically effective upon filing) use its reasonable best efforts to cause such registration statement Registration Statement to become effective thereafter (as promptly as practicable; provided that before filing a registration statement or prospectus Registration Statement or any amendments or supplements thereto, the Company shall furnish to counsel to the counsel selected by the Holder of the Registrable Securities covered by Holders for such registration statement copies of all such documents proposed to be filed, which documents shall be subject to review by counsel to the review Holders at the Company’s expense, and consent of give the Holders participating in such counsel)registration an opportunity to comment on such documents and keep such Holders reasonably informed as to the registration process;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement any Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period until all of not less than 180 days the Registrable Securities covered by such Registration Statement have been disposed of and comply with the provisions applicable requirements of the Securities Act with respect to the disposition of all securities the Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) furnish to each seller of Registrable Securities Holder participating in the registration, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto (in each case including all exhibits thereto and all documents incorporated by reference therein) and such other documents as such seller Holder may reasonably request request, including in order to facilitate the disposition of the Registrable Securities owned by such sellerHolder;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions U.S. jurisdiction(s) as any Holder participating in the registration or any managing underwriter reasonably requests and do any and all other acts and things which that may be reasonably necessary or reasonably advisable to enable such seller Holder and each underwriter, if any, to consummate the disposition of the such Holder’s Registrable Securities owned by the sellers in such jurisdictions (provided jurisdiction(s); provided, that the Company shall not be required to (i) qualify generally to do business business, subject itself to taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for its obligations pursuant to this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 8(d);
(e) notify use its reasonable best efforts to cause all Registrable Securities covered by any Registration Statement to be registered with or approved by such other Governmental Entities or self-regulatory bodies as may be necessary or reasonably advisable in light of the business and operations of the Company to enable each seller Holder participating in the registration to consummate the disposition of such Registrable SecuritiesSecurities in accordance with the intended method or methods of disposition thereof;
(f) promptly notify each Holder participating in the registration and the managing underwriters of any underwritten offering:
(i) each time when the Registration Statement, any pre-effective amendment thereto, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective;
(ii) of any oral or written comments by the SEC or of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding such Holder;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for any such purpose; and
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction;
(g) notify each Holder participating in such registration, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any event as a result of which that would cause the prospectus Prospectus included in such registration statement contains Registration Statement to contain an untrue statement of a material fact or omits to omit any fact necessary to make the statements made therein not misleadingmisleading in light of the circumstances under which they were made, and, at as promptly as practicable, prepare, file with the request SEC and furnish to such Holder a reasonable number of any such seller, the Company shall prepare copies of a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall Prospectus will not contain an any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(fh) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, any order suspending or preventing the use of any related Prospectus or any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, use its reasonable best efforts to promptly obtain the withdrawal or lifting of any such order or suspension;
(i) not file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the Prospectus used in connection therewith, that refers to any Holder covered thereby by name or otherwise identifies such Holder as the holder of any securities of the Company without the consent of such Holder (such consent not to be unreasonably withheld or delayed), unless and to the extent such disclosure is required by law; provided, that (i) each Holder shall furnish to the Company in writing such information regarding itself and the distribution proposed by it as the Company may reasonably request for use in connection with a Registration Statement or Prospectus and (ii) each Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in such Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that such Prospectus shall not contain any untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made;
(j) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar the Common Shares are then listed or, if the Common are not then listed on any securities issued exchange, use its reasonable best efforts to cause such Registrable Securities to be listed on a national securities exchange selected by the Company are then listedafter consultation with the Holders participating in such registration;
(gk) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(il) make available for inspection during normal business hours by any seller of Registrable SecuritiesHolder participating in the registration, any underwriter participating in any disposition underwritten offering pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such seller Holder or underwriter, all corporate documents, financial and other recordsrecords relating to the Company and its business reasonably requested by such Holder or underwriter, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such sellerHolder, underwriter, attorney, accountant or agent in connection with such registration statementor offering and make senior management of the Company and the Company’s independent accountants available for customary due diligence and drafting sessions; provided, that any Person gaining access to information or personnel of the Company pursuant to this Section 8(l) shall (i) reasonably cooperate with the Company to limit any resulting disruption to the Company’s business and (ii) protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential and of which determination such Person is notified, unless such information (A) is or becomes known to the public without a breach of this Agreement, (B) is or becomes available to such Person on a non-confidential basis from a source other than the Company, (C) is independently developed by such Person, (D) is requested or required by a deposition, interrogatory, request for information or documents by a Governmental Entity, subpoena or similar process or (E) is otherwise required to be disclosed by law;
(m) use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its shareholders, as soon as reasonably practicable, an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act or any successor rule thereto) covering the period of at least 12 months beginning with the first day of the Company’s first full fiscal quarter after the effective date of the applicable Registration Statement, which requirement shall be deemed satisfied if the Company complies with Rule 158 under the Securities Act or any successor rule thereto;
(n) in the case of an underwritten offering of Registrable Securities, promptly incorporate in a supplement to the Prospectus or a post-effective amendment to the Registration Statement such information as is reasonably requested by the managing underwriter(s) or any Holder participating in such underwritten offering to be included therein, the purchase price for the securities to be paid by the underwriters and any other applicable terms of such underwritten offering, and promptly make all required filings of such supplement or post-effective amendment;
(o) in the case of an underwritten offering of Registrable Securities, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as any Holder participating in such offering or the managing underwriter(s) of such offering reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities;
(p) furnish to each underwriter, if any, participating in an offering of Registrable Securities (i) (A) all legal opinions of outside counsel to the Company required to be included in the Registration Statement and (B) a written legal opinion of outside counsel to the Company, dated the closing date of the offering, in form and substance as is customarily given in opinions of outside counsel to the Company to underwriters in underwritten registered offerings; and (ii) (A) obtain all consents of independent public accountants required to be included in the Registration Statement and (B) on the date of the applicable Prospectus, on the effective date of any post-effective amendment to the Registration Statement and at the closing of the offering, dated the respective dates of delivery thereof, a “comfort letter” signed by the Company’s independent public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten registered offerings;
(q) in the case of an underwritten offering of Registrable Securities, make senior management of the Company available, to the extent requested by the managing underwriter(s), to assist in the marketing of the Registrable Securities to be sold in such underwritten offering, including the participation of such members of senior management of the Company in “road show” presentations and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in such underwritten offering, and otherwise facilitate, cooperate with, and participate in such underwritten offering and customary selling efforts related thereto, in each case to the same extent as if the Company were engaged in a primary underwritten registered offering of its Common Shares;
(r) cooperate with the Holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration Statement free of any restrictive legends and representing such number of Common Shares and registered in such names as the Holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement; provided, that the Company may satisfy its obligations hereunder without issuing physical share certificates through the use of The Depository Trust Company’s Direct Registration System;
(s) not later than the effective date of such Registration Statement, provide a CUSIP number for all Registrable Securities covered thereby and provide the applicable transfer agent with printed certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company; provided, that the Company may satisfy its obligations hereunder without issuing physical share certificates through the use of The Depository Trust Company’s Direct Registration System; and
(t) otherwise use its reasonable best efforts to take or cause to be taken all other actions necessary or reasonably advisable to effect the registration, marketing and sale of such Registrable Securities contemplated by this Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Capital Maritime & Trading Corp.), Registration Rights Agreement (Capital Clean Energy Carriers Corp.), Registration Rights Agreement (Capital Maritime & Trading Corp.)
Registration Procedures. Whenever the Holder Upon receipt of a request for registration of Registrable Securities has requested that any Registrable Securities be registered pursuant to this AgreementSECTION 9(a), the Company shall will thereupon use its best efforts to effect the registration of the resale Registrable Securities that are the subject of such Registrable Securities and pursuant thereto request as expeditiously as possible, subject to the Company shall as soon as practicable:provisions of SECTION 9
(a) and in connection therewith:
(i) The Company will as expeditiously as possible prepare and file with the SEC Commission a registration statement on any form for which the Company then qualifies and which counsel for the Company shall deem appropriate and available for the sale of the Registrable Securities to be registered thereunder in accordance with respect to the resale intended method of distribution thereof; the Company will include in such registration statement all information that any holder of such Registrable Securities (collectively, the "Participating Holders") shall reasonably request for the purpose of conforming such registration statement to the requirements of applicable law or of correcting any material misstatement or omission therein; and the Company will use its best efforts to cause such filed registration statement to become and remain effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, until the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in are sold but not for more than 180 days.
(ii) Prior to filing such registration statement;
(c) statement or any amendment or supplement thereto, the Company will furnish to the Participating Holders, their counsel and to each seller of Registrable Securities managing underwriter, if any, copies thereof, and thereafter furnish to the Participating Holders, their counsel and to each managing underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto, thereto (in each case including all exhibits thereto and documents incorporated by reference therein) in the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller the Participating Holders, their counsel or any managing underwriter may reasonably request in order to facilitate the disposition sale of the Registrable Securities owned by such seller;Securities.
(diii) After the filing of the registration statement, the Company will promptly notify each Participating Holder of any stop order issued or, to the Company's knowledge, threatened to be issued by the Commission and take all reasonable actions as soon as reasonably practicable to prevent the entry of such stop order or to remove it if entered.
(iv) The Company will use its best efforts to register or qualify such the Registrable Securities to be offered by the Participating Holders for offer and sale under such other securities or blue sky laws of such jurisdictions in the United States as any Participating Holder shall reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers in such jurisdictions (provided request; PROVIDED that the Company shall will not be required to (ix) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphparagraph (iv), (iiy) subject itself to taxation in any such jurisdiction or (iiiz) consent to general service of process in any such jurisdiction);.
(ev) notify each seller of such Registrable Securities, at At any time when a prospectus relating thereto to a sale of Registrable Securities is required by law to be delivered under in connection with sales by an underwriter or dealer, the Securities Act, Company will promptly notify each Participating Holder of the happening occurrence of any event as a result requiring the preparation of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall 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 therein, in the light of the circumstances under which they were made, not misleading;
(f) cause all , and the Company will promptly make available to each Participating Holder and to the underwriters any such supplement or amendment. Upon receipt of any notice from the Company of the occurrence of any event of the kind described in the preceding sentence, the Warrant Holder will forthwith discontinue the offer and sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until receipt by the Warrant Holder and the underwriters of the copies of such supplemented or amended prospectus and, if so directed by the Company, the Warrant Holder will deliver to the Company all copies, other than permanent file copies then in the Warrant Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Company shall give such notice, the 180-day period during which such registration statement is required to be maintained effective as provided in SECTION 9(e)(i) shall be extended by the number of days during the period from and including the date of the giving of such notice to the date when the Company shall make available to the Warrant Holder such supplemented or amended prospectus.
(vi) The Company will enter into customary agreements (including an underwriting agreement in customary form if the offering is to be underwritten) and take such other actions as are reasonably required in order to expedite or facilitate the sale of such Registrable Securities.
(vii) The Company will use its best efforts to comply with all applicable rules and regulations of the Commission, and will make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 10(a) of the Securities Act and the rules and regulations of the Commission thereunder.
(viii) The Company will use its best efforts to cause all Registrable Securities registered pursuant to this SECTION 9 to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all of the same class as such Registrable Securities not later than are then listed or to cause such Registrable Securities to be quoted on The Nasdaq National Market System if other securities issued by the effective date Company of such registration statement;the same class are quoted thereon.
(hiviii) enter into such customary underwriting agreements (containing terms acceptable to The Company will promptly notify each Participating Holder and the Company) as the Holder of Registrable Securities being sold managing underwriter or the underwriters, if any, reasonably requests (although A) 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 registration statement or any post-effective amendment thereto, when the same has become effective; (B) of any request by the Commission for any amendment or supplement to the registration statement or the prospectus or for additional information; and (C) of the receipt by the Company has no obligation of any notification with respect to secure any underwriting arrangements on behalf the suspension of the Holder); andqualification of any Registrable Securities for sale under the securities or blue sky laws or any jurisdiction or the initiation or threat of any proceeding for such purpose.
(iix) The Company will make available for inspection during normal business hours by any seller a representative of Registrable Securitiesa Participating Holder, by any underwriter participating in any disposition pursuant to such the registration statement and by any attorney, accountant attorney or other agent account retained by any a Participating Holder or underwriters (each, an "Inspector") such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyCompany as the Company may reasonably request (the "Records"), and the Company will cause the Company's officers, directors, directors and employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration.
(x) The Company may require any Participating Holder to furnish in writing to the Company such information regarding the Participating Holder, as the case may be, the plan of distribution of the Registrable Securities and other information as may be legally required as the Company may from time to time reasonably request in writing.
(xi) As a condition to the inclusion of Registrable Securities owned by any Participating Holder in a registration statementpursuant to Section 9(a), each such Participating Holder shall, if reasonably requested by the Company or by the representative(s) of the underwriters (if any) for such registered offering, agree to deliver to the Company and such representative(s) a legal opinion of such holder's counsel, covering such matters customarily requested of selling shareholders in connection with a public offering of shares as the Company or such representative(s) may reasonably request and in a form reasonably satisfactory to the Company or such representative(s), upon the closing of such offering.
Appears in 4 contracts
Samples: Warrant Agreement (Kellstrom Industries Inc), Warrant Agreement (Kellstrom Industries Inc), Warrant Agreement (Kellstrom Industries Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and and, within 75 days after the end of the period within which requests for registration may be given to the Company, file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days (or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) ), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller of Registrable Securities (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSECTION 4(d), (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(e) promptly notify in writing each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the request of any such seller, the Company shall prepare and furnish to each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(f) use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant accountant, or other agent retained by any seller of Registrable Securities or any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyCompany reasonably requested by such underwriter, and cause the Company's officers, directors, employees employees, and independent accountants to supply all information reasonably requested by any seller of Registrable Securities, or any such seller, underwriter, attorney, accountant accountant, or agent in connection with such registration statement and assist and, at the request of any participating seller or underwriter, use reasonable best efforts to cause such officers or directors to participate in presentations to prospective purchasers;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(l) use reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(m) obtain one or more cold comfort letters, addressed to the underwriters, if any, and dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold in such registered offering reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement). To the extent consistent with Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accounts, the Company shall use reasonable efforts to also have such cold comfort letters addressed to the holders of the Registrable Securities being sold in such registered offering; and
(n) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto (which counsel and opinions shall be reasonably satisfactory to the managing underwriters, if any, and the holders of a majority of the Registrable Securities being sold). Such legal opinions shall be addressed to each selling holder and the underwriters, if any, and shall be in customary form and covering such matters of the type customarily covered by legal opinions of such nature.
Appears in 4 contracts
Samples: Registration Agreement (Digitalnet Holdings Inc), Registration Agreement (Digitalnet Holdings Inc), Registration Agreement (Digitalnet Holdings Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days 9 months and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading automated quotation system on which similar securities issued by the Company are then listedlisted or quoted;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) in the case of an underwritten offering, use its reasonable best efforts to obtain (i) a “comfort letter” from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters and (ii) opinions of counsel from the Company’s counsel in customary form and covering such matters of the type customarily covered in a public issuance of securities, in each case, in form and substance reasonably satisfactory to the underwriters and addressed to the managing underwriters;
(j) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(k) 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 but no later than 90 days after the end of any 12-month period, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order; and
(m) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included. Cooperation by the Company and its management shall include, but not be limited to, management’s attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities.
Appears in 4 contracts
Samples: Registration Rights Agreement (Jefferies Capital Partners LLC), Registration Rights Agreement (Fiesta Restaurant Group, Inc.), Registration Rights Agreement (Fiesta Restaurant Group, Inc.)
Registration Procedures. Whenever the Holder of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreement, (a) If and whenever the Company shall is required to use its commercially reasonable best efforts to effect the registration of the resale of such any Registrable Securities and pursuant thereto under the Securities Act as provided in Section 2 or 3, the Company shall will as soon expeditiously as practicablepossible:
(ai) prepare and promptly file with the SEC Commission a registration statement with respect to the resale of such Registrable Securities (in any event, use its best efforts to file such registration statement within ninety (90) days after the end of the period within which requests for registration may be delivered to the Company) and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)effective;
(bii) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and other securities covered by such registration statement during until the earlier of such period time as all of such Registrable Securities and other securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementstatement or the expiration of six (6) months after such registration statement becomes effective;
(ciii) furnish to each seller of such Registrable Securities Securities, without charge, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) ), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents documents, as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerrequest;
(div) use its best efforts to register or qualify such all Registrable Securities and other securities covered by such registration statement under such other the securities or blue sky laws of such jurisdictions as Holder each seller (or in an underwritten offering, the managing underwriter) shall reasonably requests request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers in such jurisdictions (provided of its Registrable Securities covered by such registration statement, except that the Company shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would is not otherwise be required so qualified, or to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) to consent to general service of process in any such jurisdiction);
(ev) furnish to each seller of Registrable Securities by means of such registration a signed counterpart, addressed to such seller, of (A) an opinion of counsel for the Company, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement speaking both as of the effective date of the registration statement and the date of the closing under the underwriting agreement) and (B) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration statement includes an underwritten public offering, dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities and, in the case of the accountants' letter, such other financial matters, as such seller may reasonably request;
(vi) immediately notify each seller of Registrable Securities covered by such Registrable Securitiesregistration 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 contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, and at the request of any such seller, the Company shall seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment to of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesSecurities or other securities, such prospectus shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances then existing;
(fvii) cause otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date of such Registrable registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and
(viii) use its best efforts to be listed list such securities on the NASDAQ and each securities exchange or trading system on which similar securities issued by the Common Stock of the Company are is then listed;
(g) , if such securities are not already so listed and if such listing is then permitted under the rules of such exchange, and, if necessary, provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into . The Company may require each such customary underwriting agreements (containing terms acceptable to the Company) as the Holder holder of Registrable Securities as to which any registration is being sold effected to furnish the Company such information regarding such holder and the distribution of such securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the Commission in connection therewith.
(b) If the Company at any time proposes to register any of its securities under the Securities Act (other than pursuant to a request made under Section 2), whether or not for sale for its own account, and such securities are to be distributed by or through one or more underwriters, if any, reasonably requests (although the Company has no obligation will, subject to secure any underwriting arrangements on behalf of the HolderSection 3(a)(ii); and
(i) , make available for inspection during normal business hours reasonable efforts, if requested by any seller holder of Registrable Securities who requests incidental registration of Registrable Securities in connection therewith pursuant to Section 3, arrange for such underwriters to include such Registrable Securities among those securities to be distributed by or through such underwriters. The holders of Registrable Securities on whose behalf Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such holders of Registrable Securities, any underwriter participating in any disposition .
(c) Whenever a registration requested pursuant to Section 2 is for an underwritten offering, the Company shall have the right to select the managing underwriter to administer the offering, subject to the approval of the holders of a majority of the Registrable Securities included in such registration, such approval not to be unreasonably withheld or delayed. If the Company at any time proposes to register any of its securities under the Securities Act for sale for its own account and such securities are to be distributed by or through one or more underwriters, the managing underwriter shall be selected by the Company.
(d) If any registration pursuant to Section 2 or 3 shall be in connection with an underwritten public offering, each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriters, not to effect any public sale or distribution of Registrable Securities (other than as part of such underwritten public offering) within the period of time between fourteen (14) days prior to the effective date of such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties one hundred twenty (120) days after the effective date of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (SeaView Mezzanine Fund L P), Note Purchase Agreement (GenuTec Business Solutions, Inc.), Preferred Stock Purchase Agreement (GenuTec Business Solutions, Inc.)
Registration Procedures. Whenever the Holder holders of Registrable Securities has Shares have requested that any Registrable Securities Shares be registered pursuant to this Agreement, the Company shall Corporation will use its best efforts to effect the registration of the resale and sale of such Registrable Securities and Shares in accordance with the intended method of disposition thereof and, pursuant thereto thereto, the Company shall Corporation will as soon expeditiously as practicable:
(a) possible: prepare and file with the SEC Commission a registration statement with respect to the resale of such Registrable Securities Shares and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus prospectus, or any amendments or supplements thereto, the Company shall Corporation will furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject filed to the review and consent of such counsel);
(b) notify counsel or counsels for the Holder of Registrable Securities sellers of the effectiveness of each Registrable Shares covered by such registration statement filed hereunder and statement); prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days nine months and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) ; furnish to each seller of Registrable Securities Shares and the underwriters such number of copies of such registration statement, each amendment and supplement thereto, the prospectus prospectus(es) included in such registration statement (including each preliminary prospectus) and such other documents as such seller or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) Shares; use its best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions as Holder any seller or underwriter reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller or underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions Shares (provided that the Company shall Corporation will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) ; promptly notify each seller of such Registrable SecuritiesShares, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall Corporation will prepare a supplement or amendment to such prospectus or registration statement so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall or registration statement will not contain an any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) ; cause all such Registrable Securities Shares to be (i) listed on each securities exchange or trading system on which similar securities issued by the Company Corporation are then listed;
, (gii) authorized to be quoted and/or listed (to the extent applicable) on the NASD Automated Quotation System or The Nasdaq National Market if the Registrable Shares so qualify, or (iii) if no similar securities issued by the Corporation are then listed on a securities exchange, a securities exchange selected by the holders of at least a majority of the Registrable Shares included in such registration; provide a transfer agent and registrar for all such Registrable Securities Shares not later than the effective date of such registration statement;
(h) ; enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of at least a majority of the Registrable Securities Shares being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Shares (although the Company has no obligation to secure any underwriting arrangements on behalf including, but not limited to, effecting a stock split or a combination of the Holdershares); and
(i) . make available for inspection during normal business hours by any seller of Registrable SecuritiesShares, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyCorporation, and cause the CompanyCorporation's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission or any state securities or other regulatory authority suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; at least forty eight (48) hours prior to the filing of any registration statement or prospectus, or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to each seller of such Registrable Shares and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected by the holders of at least a majority of the Registrable Shares being registered shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an amendment or supplement, in the opinion of counsel for the Corporation the filing of such amendment or supplement is reasonably necessary to protect the Corporation from any liabilities under any applicable federal or state law and such filing will not violate applicable laws; at the request of any seller of such Registrable Shares in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement: (i) an opinion of counsel, addressed to the underwriters and the sellers of Registrable Shares, covering such matters as such underwriters and sellers may reasonably request, including such matters as are customarily furnished in connection with an underwritten offering and (ii) a letter or letters from the independent certified public accountants of the Corporation addressed to the underwriters and the sellers of Registrable Shares, covering such matters as such underwriters and sellers may reasonably request, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are independent certified public accountants within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Corporation included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; make generally available to the Corporation's securityholders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than thirty (30) days after the end of the twelve (12) month period beginning with the first day of the Corporation's first fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover such twelve (12) month period, and which requirement will be deemed to be satisfied if the Corporation timely files complete and accurate information on Forms 10-Q, 10-K, and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; If requested by the managing underwriter or any seller promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or any seller reasonably requests to be included therein, including, without limitation, with respect to the Registrable Shares being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment; cooperate with each seller and each underwriter participating in the disposition of such Registrable Shares and their respective counsel in connection with any filings required to be made with the NASD; during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act; and notify each seller of Registrable Shares promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information.
Appears in 3 contracts
Samples: Registration Rights Agreement (Nauert Peter W), Registration Rights Agreement (Turkey Vulture Fund Xiii LTD), Registration Rights Agreement (Ceres Group Inc)
Registration Procedures. Whenever the Holder Holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of the resale of such Registrable Securities and pursuant thereto the Company shall as soon as practicable:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the each Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers in such jurisdictions (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder)request; and
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Black Diamond Industries Inc), Securities Exchange Agreement (Mallis LTD Partnership), Registration Rights Agreement (New World Power Corporation)
Registration Procedures. Whenever In connection with the Holder registration and sale of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall Partnership will use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicablePartnership will:
(a) prepare and file with if the SEC a registration statement with respect to the resale of such Registrable Securities and Registration Statement is not automatically effective upon filing, use its reasonable best efforts to cause such registration statement Registration Statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)as promptly as reasonably practicable;
(b) promptly notify each selling Holder, promptly after the Partnership receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed;
(c) after the Registration Statement becomes effective, promptly notify each selling Holder of Registrable Securities of any request by the effectiveness of each registration statement filed hereunder and SEC that the Partnership amend or supplement such Registration Statement or Prospectus;
(d) prepare and file with the SEC such amendments and supplements to such registration statement the Registration Statement and the prospectus Prospectus used in connection therewith as may be reasonably necessary to keep such registration statement the Registration Statement effective for a during the period of not less than 180 days set forth in, and subject to the terms and conditions of, this Agreement, and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such the Registration Statement for the period in accordance with required to effect the intended methods distribution of disposition by the sellers thereof Registrable Securities as set forth in such registration statementSection 2 hereof;
(ce) furnish to each seller of Registrable Securities the selling Holders such number numbers of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement each Prospectus (including each preliminary prospectusProspectus and Prospectus supplement) and such other documents as such seller the selling Holders and any underwriter(s) may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerSecurities;
(df) use its reasonable best efforts to register or and qualify such the Registrable Securities under such other securities or blue blue-sky laws of such jurisdictions as Holder shall be reasonably requests requested by the selling Holders and any underwriter(s) and do any and all other acts and things which that may be reasonably necessary or advisable to enable such seller the selling Holders or any underwriter(s) to consummate the disposition of the Registrable Securities owned by the sellers in such jurisdictions (provided jurisdictions; provided, however, that the Company Partnership shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business in or to file a general consent to service of process in any jurisdiction, unless the Partnership is already subject to service in such jurisdiction where it would not otherwise and except as may be required to qualify but for this subparagraphby the Securities Act, (ii) or subject itself to taxation in any such jurisdiction or (iii) consent jurisdiction, unless the Partnership is already subject to general service of process taxation in any such jurisdiction);
(eg) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required use its reasonable best efforts 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar equity securities issued by the Company Partnership are then listed;
(gh) provide a transfer agent and registrar for the Registrable Securities and provide a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of such registration statementthe Registration Statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) use its reasonable best efforts to furnish to the underwriter(s) of such offering, with copies furnished to the participating Holders and the participating Existing Holders, on the date that Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through an underwriter(s), (i) an opinion, dated as of such date, of the counsel representing the Partnership for the purposes of such registration, in form and substance as is customarily given by counsel for the Partnership to underwriters in an underwritten public offering, addressed to the underwriter(s), (ii) a letter dated as of such date, from the independent public accountants of the Partnership, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriter(s), and (iii) an engineers’ reserve report letter as of such date, from the independent petroleum engineers of the Partnership, in form and substance as is customarily given by independent petroleum engineers to underwriters in an underwritten public offering, addressed to the underwriter(s);
(j) if requested by the selling Holders, cooperate with the Holders and the managing underwriter(s) (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as such selling Holders or the managing underwriter(s) (if any) may request and keep available and make available to the Partnership’s transfer agent prior to the effectiveness of such Registration Statement a supply of such certificates;
(k) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by the Partnership to underwriters in an underwritten public offering, with the underwriter(s) of such offering;
(l) upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Partnership, promptly make available for inspection during normal business hours by any seller of Registrable Securitiesthe selling Holders, any underwriter underwriter(s) participating in any disposition pursuant to such registration statement Registration Statement and any attorney, attorney or accountant or other agent retained by any such seller underwriter or underwriterselected by the selling Holders, all financial and other records, pertinent corporate documents and properties of the CompanyPartnership reasonably requested (collectively, “Records”), and use reasonable best efforts to cause the Company's Partnership’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent agent, 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 therewith; provided, that Records that the Partnership determines, in good faith, to be confidential and that it notifies the selling Holders are confidential shall not be disclosed by the selling Holders unless the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by applicable law. Each Holder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its affiliates (other than with respect to such Holders’ due diligence) unless and until such information is made generally available to the public, and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, to the extent permitted and to the extent practicable, it shall give notice to the Partnership and allow the Partnership to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(m) promptly notify the selling Holders and any underwriter(s) of the notification to the Partnership by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, and in the event of the issuance of any stop order suspending the effectiveness of such Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its reasonable best efforts to obtain promptly the withdrawal of such order;
(n) promptly notify the selling Holders and any underwriter(s) at any time when a Prospectus relating thereto is required to be delivered under the Securities Act of the occurrence of any event as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any 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, and at the request of any selling Holder promptly prepare and furnish to such selling Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus, or a revised 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 (following receipt of any supplement or amendment to any Prospectus, the selling Holders shall deliver such amended, supplemental or revised Prospectus in connection with any offers or sales of Registrable Securities, and shall not deliver or use any Prospectus not so supplemented, amended or revised);
(o) promptly notify the selling Holders and any underwriter(s) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction;
(p) make available to each selling Holder (i) promptly after the same is prepared and publicly distributed, filed with the SEC or received by the Partnership, one copy of each Registration Statement and any amendment thereto, each preliminary Prospectus and Prospectus and each amendment or supplement thereto, each letter written by or on behalf of the Partnership to the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange) and each item of correspondence from the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case, relating to such Registration Statement and (ii) such number of copies of each Prospectus, including a preliminary Prospectus, and all amendments and supplements thereto and such other documents as any Holder or any underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities. The Partnership will promptly notify the selling Holders of the effectiveness of each Registration Statement or any post-effective amendment or the filing of any supplement or amendment to such Registration Statement or of any Prospectus supplement. The Partnership will promptly respond to any and all comments received from the SEC, with a view towards causing each Registration Statement or any amendment thereto to be declared effective by the SEC as soon as practicable and shall file an acceleration request, if necessary, as soon as practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that any such Registration Statement or any amendment thereto will not be subject to review;
(q) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent that any prohibition is applicable to the Partnership, the Partnership will take all reasonable action to make any such prohibition inapplicable;
(r) take such other actions as are reasonably necessary in order to facilitate the disposition of such Registrable Securities; and
(s) notwithstanding any other provision of this Agreement, the Partnership shall not be required to file a Registration Statement (or any amendment thereto) or request effectiveness of such Registration Statement or effect a requested Underwritten Shelf Takedown (or, if the Partnership has filed a Shelf Registration Statement and has included Registrable Securities therein, the Partnership shall be entitled to suspend the offer and sale of Registrable Securities pursuant to such Registration Statement) for a period of up to 60 days if (i) the board of directors of the General Partner determines that a postponement is in the best interest of the Partnership and its unitholders generally due to a proposed transaction involving the Partnership and determines in good faith that the Partnership’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in the Registration Statement or the Shelf Registration Statement, (ii) the board of directors of the General Partner determines such registration statementwould render the Partnership unable to comply with applicable securities laws or (iii) the board of directors of the General Partner determines such registration would require disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential (any such period, a “Blackout Period”); provided, however, that (A) in no event shall any Blackout Period and/or Suspension Period collectively exceed an aggregate of 90 days in any 12-month period and (B) the Partnership shall not be entitled pursuant to this Section 2.4(s) to delay the filing or effectiveness of the Shelf Registration Statement required to be filed pursuant to Section 2.1(a).
Appears in 3 contracts
Samples: Registration Rights Agreement (Kimbell Royalty Partners, LP), Series a Preferred Unit Purchase Agreement (Kimbell Royalty Partners, LP), Registration Rights Agreement (Kimbell Royalty Partners, LP)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicable:
(a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the SEC Securities and Exchange Commission a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed), which documents shall be subject and include in any Short-Form Registration such additional information reasonably requested by a majority of the Registrable Securities registered under the applicable registration statement, or the underwriters, if any, for marketing purposes, whether or not required by applicable securities laws, but only to the review and consent extent such information does not contravene applicable securities laws or include information not readily in the possession of such counsel)the Company;
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days (or in the case of a Shelf Registration, ending on the earliest of (1) the date on which all Registrable Securities have been sold pursuant to the Shelf Registration or have otherwise ceased to be Registrable Securities, (2) the second anniversary of the effective date of such Shelf Registration, (3) such other date determined by the holders of a majority of the Registrable Securities requesting such Shelf Registration and (4) when all such Registrable Securities are freely saleable under Rules 144 and 145 under the Securities Act) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; provided, however, that at any time, upon written notice to the participating holders of Registrable Securities and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the holders of Registrable Securities hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company or any of its Subsidiaries, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation (as defined in Section 6(a)). During any such Suspension Period, and as may be extended hereunder, the Company shall use its reasonable best efforts to correct or update any disclosure causing the Company to provide notice of the Suspension Period and to file and cause to become effective or terminate the suspension of use or effectiveness, as the case may be, of the subject registration statement. In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. If so directed by the Company, all holders of Registrable Securities registering shares under such registration statement shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension; and (ii) use their reasonable best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice;
(c) furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) ), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subsection or (ii) subject itself consent to taxation general service of process in any such jurisdiction or (iii) consent subject itself to general service of process taxation in any such jurisdiction);
(e) notify each seller of such Registrable Securities, (i) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) promptly after receipt thereof, of any request by the Securities and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information, and (iii) 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) prepare and file promptly with the Securities and Exchange Commission, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, when any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include 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, and, in case an of such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Company shall use its reasonable best efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;
(g) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into and perform such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, participation in “road shows,” investor presentations and marketing events and effecting a stock split or a combination of the Holdershares); and;
(ij) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(k) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(l) otherwise use its reasonable 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 covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(m) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(n) the Company agrees to file all reports and supplements which are required to be filed by the Company under the Securities Act so that it may be eligible to effect any registration of Registrable Securities on Form S-3 or any comparable form, successor form or other form if such form is available for use by the Company;
(o) obtain one or more comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the Company’s independent public accountants (and, unless waived in writing by holders of a majority of the Registrable Securities participating in such registration, on which the holders of Registrable Securities participating in such registration are expressly entitled to rely) in the then-current customary form and covering such matters of the type customarily covered from time to time by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request;
(p) provide a legal opinion of the Company’s outside counsel (and, unless waived in writing by holders of a majority of the Registrable Securities participating in such registration, on which the holders of Registrable Securities participating in such registration are expressly entitled to rely), dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in the then-current customary form and covering such matters of the type customarily covered from time to time by legal opinions of such nature; and
(q) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or other such order the Company shall advise such holders of Registrable Securities of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use its reasonable best efforts promptly to obtain the withdrawal of such order. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if, in its sole and exclusive judgment, such holder is or might be deemed to be an underwriter or a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities 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 shall 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 required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such holder; provided that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.
Appears in 3 contracts
Samples: Investor Rights Agreement (Boise Cascade Holdings, L.L.C.), Investor Rights Agreement (Boise Inc.), Investor Rights Agreement (Boise Inc.)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Investor Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the reasonable review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days or such longer period specified in paragraph 1(c) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities and a CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, subject to the execution by any such person of a confidentiality agreement in form and substance reasonably satisfactory to the Company;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, use its best efforts promptly to obtain the withdrawal of such order;
(m) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(n) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Investor Registrable Securities being sold reasonably request (provided that such Investor Registrable Securities constitute at least 10% of the securities covered by such registration statement); and
(o) use reasonable efforts to cause certificates for the Registrable Securities covered by such registration statement to be delivered by the holders thereof to the underwriters in such denominations and registered in such names as the underwriters may request.
Appears in 3 contracts
Samples: Registration Rights Agreement (Core Materials Corp), Registration Rights Agreement (Core Materials Corp), Registration Rights Agreement (Core Materials Corp)
Registration Procedures. Whenever the Holder of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreement, If and whenever the Company shall is required by the provisions of Section 4.1, 4.2 or 4.3 to use its best efforts to effect the registration of the resale of such any Registrable Securities and pursuant thereto under the Securities Act, the Company shall will, as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4.1, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to the resale of such Registrable Securities securities including executing an undertaking to file post-effective amendments and use its best efforts to cause such registration statement to become and remain effective thereafter (provided for the period of the distribution contemplated thereby; provided, that before filing a registration statement or prospectus or any amendments or supplements theretoprospectus, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a the period of not less than 180 days specified herein and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the sellers’ intended methods method of disposition by the sellers thereof set forth in such registration statementstatement for such period; provided, that before filing any such amendment or supplement, the Company shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such amendment or supplement copies of all such documents proposed to be filed, which documents shall be subject to review and comment of such counsel;
(c) furnish to each seller of Registrable Securities and to each underwriter such number of copies of the registration statement and each such registration statement, each amendment and supplement thereto, thereto (in each case including all exhibits) and the prospectus included in such registration statement therein (including each preliminary prospectus) and such other documents as such seller persons reasonably may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned covered by such sellerregistration statement;
(d) use its best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other the securities or “blue sky sky” laws of such jurisdictions as Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition sellers of the Registrable Securities owned by or, in the sellers in such jurisdictions (provided case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to (i) qualify generally to do transact business as a foreign corporation in any jurisdiction where it would is not otherwise be required so qualified or to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction), unless the Company is already subject to service in such jurisdiction;
(e) use its best efforts to list the Registrable Securities covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statements as a NADSAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Exchange Act or, failing that, to secure NASDAQ authorization for such Registrable Securities;
(f) comply with all applicable rules and regulations under the Securities Act and Exchange Act;
(g) provide a transfer agent and registrar for all such Registrable Securities and a CUSIP number for all such Registrable Securities in each case not later than the effective date of such registration statement;
(h) immediately notify each seller of Registrable Securities and each underwriter under such Registrable Securitiesregistration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus included contained in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits any to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing, and, at the request of any such seller, the Company shall and promptly prepare a supplement or amendment and furnish to such seller a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing;
(fi) cause all such if the offering is underwritten and at the request of any seller of Registrable Securities, use its best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters to such effects as reasonably may be listed on each securities exchange or trading system on which similar securities issued requested by counsel for the underwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company are then listedincluded in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(ij) make available for inspection during normal business hours by any each seller of Registrable Securities, any underwriter participating in any disposition distribution pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, reasonable access to all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and cause the Company's ’s officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(k) cooperate with the selling holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such holders or the managing underwriter may request at least two (2) business days prior to any sale of Registrable Securities;
(l) permit any holder of Registrable Securities which holder, in the sole and exclusive judgment, exercised in good faith, of such holder, might be deemed to be a controlling person of the Company, to participate in good faith in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(m) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(n) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(o) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering and take all such other actions as the underwriters reasonably request in order to expedite or facilitate the disposition of Registrable Securities. For purposes of this Agreement, the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby or one hundred eighty (180) days after the effective date thereof, provided, however, in the case of any registration of Registrable Securities on Form S-3 or a comparable or successor form which are intended to be offered on a continuous or delayed basis, such one hundred eighty (180) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment, permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by Section 10(a)(3) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. In connection with each registration hereunder, the sellers of Registrable Securities will furnish to the Company, in writing, such information requested by the Company with respect to themselves and the proposed distribution by them as shall be reasonably necessary in order to assure compliance with Federal and applicable state securities laws.
Appears in 3 contracts
Samples: Investor Rights Agreement (Index Venture Associates III LTD), Investor Rights Agreement (Minerva Neurosciences, Inc.), Investor Rights Agreement (Minerva Neurosciences, Inc.)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof (including the registration of the Warrants held by a holder of Registrable Securities requesting registration as to which the Company has received reasonable assurances that only Common Stock shall be distributed to the public), and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of requested copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; provided that upon such notification by the Company, each seller of such Registrable Securities will not offer or sell such Registrable Securities until the Company has notified such seller that it has prepared a supplement or amendment to such prospectus and delivered copies of such supplement or amendment to such seller;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriterunderwriter (in each case after reasonable prior notice), all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply supply, on a confidential basis, all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order; and
(m) obtain a comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement). Each seller of Registrable Securities, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 4, will forthwith discontinue disposition of the Registrable Securities until receipt by the seller of Registrable Securities of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 4 or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and if so directed by the Company, such seller of Registrable Securities will, or will request the managing underwriter or underwriters, if any, to deliver to the Company (at the Company's expense) all copies (other than permanent file copies) then in the possession of such seller of Registrable Securities and of any underwriter or underwriters, of he prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time periods mentioned in subsection (b) of this Section 4 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 4 hereof or the Advice.
Appears in 3 contracts
Samples: Registration Agreement (Zimmerman Sign Co), Registration Agreement (Boner Tom E), Registration Agreement (Zimmerman Sign Co)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any the holders of a majority of the Registrable Securities covered by such sellerregistration statement, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities;
(g) provide a transfer agent agent, a registrar and registrar a CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable in customary form) and use its best efforts to the Company) take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent in connection with such registration statement and assist and, at the request of any participating underwriter, cause such officers or directors to participate in presentations to prospective purchasers;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(l) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(m) obtain one or more comfort letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement);
(n) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature; and
(o) use best efforts to cause certificates for the Registrable Securities covered by such registration statement to be delivered by the holders thereof to the underwriters in such denominations and registered in such names as the underwriters may request.
Appears in 3 contracts
Samples: Master Agreement (Chaparral Resources Inc), Registration Agreement (Chaparral Resources Inc), Registration Agreement (Chaparral Resources Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best reasonable efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best reasonable efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)effective;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be reasonably necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect equal to the disposition shorter of (i) one year and (ii) the time by which all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementhave been sold;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller of Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or jurisdictions, (iii) consent to general service of process in any each such jurisdiction, (iv) undertake such actions in any jurisdiction other than the states of the United States of America and the District of Columbia, or (v) register or qualify such Registrable Securities in any state where the cost to do would be prohibitively expensive);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers Purchaser of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hg) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, effecting a stock split or a combination of the Holdershares); and;
(ih) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(i) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(j) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; and
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Company will use its best efforts promptly to obtain the withdrawal of such order. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if in its sole and exclusive judgment such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities 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, (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder; provided that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Ads Media Group Inc), Common Stock and Warrant Purchase Agreement (Ads Media Group Inc), Common Stock and Warrant Purchase Agreement (Aspenbio Inc)
Registration Procedures. Whenever If and whenever the Holder holders of Registrable Securities has requested request that the offer and sale of any Registrable Securities be registered under the Securities Act or any Registrable Securities be distributed in a Shelf Takedown pursuant to the provisions of this Agreement, the Company shall use its best efforts to effect the registration of the resale offer and sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicablepracticable and as applicable:
(a) subject to Section 2(a), Section 2(b) and Section 2(c), prepare and file with the SEC Commission a registration statement with respect to the resale of Registration Statement covering such Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become be declared effective;
(b) in the case of a Long-Form Registration or a Short-Form Registration, prepare and file with the Commission such amendments, post-effective thereafter amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;
(provided that c) Within a reasonable time before filing a registration statement such Registration Statement, Prospectus or prospectus or any amendments or supplements theretothereto with the Commission, the Company shall furnish to the one counsel selected by the Holder holders of the a majority of such Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review review, comment and consent approval of such counsel);
(bd) notify the Holder each selling holder of Registrable Securities Securities, promptly after the Company receives notice thereof, of the effectiveness time when such Registration Statement has been declared effective or a supplement, including a Shelf Supplement, to any Prospectus forming a part of each registration statement such Registration Statement has been filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementCommission;
(ce) furnish to each seller selling holder of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto, including a Shelf Supplement (in each case including all exhibits and documents incorporated by reference therein), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(df) use its best efforts to register or qualify such Registrable Securities under such other securities or “blue sky sky” laws of such jurisdictions as Holder reasonably any selling holder requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided holders; provided, that the Company shall not be required to (i) qualify generally to do business business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 5(f);
(eg) notify each seller selling holder of such Registrable Securities, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which that would cause the prospectus Prospectus included in such registration statement contains Registration Statement to contain an untrue statement of a material fact or omits omit any fact necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such sellerholder, the Company shall prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) make available for inspection during normal business hours by any seller selling holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such seller holder or underwriterunderwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the “Records”), and cause the Company's ’s officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such Registration Statement;
(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;
(j) use its best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed, on a national securities exchange selected by the holders of a majority of such Registrable Securities;
(k) in connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities));
(l) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act or any successor rule thereto) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-K, 10-Q and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto;
(m) furnish to each selling holder of Registrable Securities and each underwriter, if any, with (i) a written legal opinion of the Company’s outside counsel, dated the closing date of the offering, in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten registered offerings; and (ii) on the date of the applicable Prospectus, on the effective date of any post-effective amendment to the applicable Registration Statement and at the closing of the offering, dated the respective dates of delivery thereof, a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten registered offerings;
(n) without limiting Section 5(f), use its best efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;
(o) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;
(p) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;
(q) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a “controlling person” (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (a “Controlling Person”) of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(r) cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule 144;
(s) not later than the effective date of such Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company;
(t) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent that any prohibition is applicable to the Company, the Company will take all reasonable action to make any such prohibition inapplicable; and
(u) otherwise use its best efforts to take all other steps necessary to effect the registration statementof such Registrable Securities contemplated hereby.
Appears in 3 contracts
Samples: Registration Rights Agreement (210 Capital, LLC), Restructuring Support Agreement (Crossroads Systems Inc), Registration Rights Agreement (210/P10 Acquisition Partners, LLC)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement pursuant to Section 6(b) below copies of all such documents proposed to be filed, which documents shall will be subject to the prompt review and consent reasonable comment of such counsel), and upon filing such documents, the Company shall promptly notify in writing such counsel of the receipt by the Company of any written comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any written request by the SEC for the amending or supplementing thereof or for additional information with respect thereto;
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days or, if such registration statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by any underwriter or dealer or such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementstatement and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) if requested by the holders of a majority of the BRS Registrable Securities in connection with any Demand Registration requested by such holders, use its commercially reasonable efforts to cause to be included in such registration Common Stock having an aggregate value (based on the midpoint of the proposed offering price range specified in the registration statement used to offer such securities) of up to $50.0 million, to be offered in a primary offering of the Company’s securities contemporaneously with such offering of Registrable Securities;
(e) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction in any jurisdiction where it is not so subject or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdictionjurisdiction in any jurisdiction where it is not so subject);
(ef) promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the request of any such seller, the Company shall prepare will, as soon as reasonably practicable, file and furnish to all sellers a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(fg) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq National Market System (“NASDAQ Market”) and, if listed on the Nasdaq Market, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq “National Market System security” within the meaning of Rule 11Aa2-1 under the Exchange Act or, failing that, to secure Nasdaq Market authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the National Association of Securities Dealers;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, effecting a split or a combination of the Holderstock or units); andprovided that no holder of Registrable Securities shall have any indemnification or contribution obligations inconsistent with Section 7 hereof;
(ij) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information and participate in due diligence sessions reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(k) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(l) use reasonable best efforts to prevent the issuance of any stop order (“Stop Order”) suspending the effectiveness of a registration statement, or of any order 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, in the event of such issuance, the Company shall immediately notify the holders of Registrable Securities included in such registration statement of the receipt by the Company of such notification and shall use its best efforts promptly to obtain the withdrawal of such order;
(m) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities, and cooperate and assist with any filings to be made with the NASD;
(n) obtain one or more “cold comfort” letters, dated the effective date of such registration statement (and, if such registration includes an underwritten Public Offering, dated the date of the closing under the underwriting agreement), signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the holders of a majority of the Registrable Securities being sold reasonably request; and
(o) provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten Public Offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if in such holder’s sole and exclusive judgment, such holder is or might be deemed to be an underwriter or a controlling person of the Company, such holder shall have the right to (i) require the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities 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 required by the Securities Act or any similar Federal statute then in force, require the deletion of the reference to such holder; provided, that with respect to this clause (ii), if requested by the Company, such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.
Appears in 3 contracts
Samples: Merger Agreement (H&e Equipment Services LLC), Registration Rights Agreement (H&E Equipment Services, Inc.), Registration Rights Agreement (H&E Equipment Services, Inc.)
Registration Procedures. Whenever the Holder of Registrable Securities has Holders have requested that any Registrable Securities be registered pursuant to this AgreementSection 2 hereof, the Company shall will, at its expense, use its best commercially reasonable efforts to effect the registration of and the resale sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof prior to the Required Filing Date, and pursuant thereto in connection with any such request, the Company shall will as soon expeditiously as practicable:
(a) prepare and file with the SEC a registration statement with respect to on any form for which the resale Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best commercially reasonable efforts and proceed diligently and in good faith to cause such filed registration statement to become effective thereafter (provided under the Securities Act; PROVIDED that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to all Selling Holders and to one counsel reasonably acceptable to the counsel Company selected by the Holder of the Registrable Securities covered by such registration statement Selling Holders, copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel); PROVIDED FURTHER that in connection with a Demand Registration, the Company shall not file any registration statement or prospectus, or any amendments or supplements thereto, if the Requesting Holders who hold a majority of the Registrable Securities covered by such registration statement or their counsel shall reasonably object on a timely basis;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective pursuant to Section 2 for a period (except as provided in the last paragraph of this Section 5) of not less than 180 consecutive days or, if shorter, the period terminating when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods method of disposition by the sellers Selling Holders thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such Selling Holder such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller Selling Holder may reasonably request request, including, but not limited to, the matters set forth in Sections 5(a)(i), (ii), (iii) and (v), in order to facilitate the disposition of the Registrable Securities owned by such sellerSelling Holder;
(d) notify the Selling Holders promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or any post-effective amendment, when the same has become effective under the Securities Act and each applicable state Law, (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) if at any time the representations or warranties of the Company or any Subsidiary contained in any agreement (including any underwriting agreement) contemplated by Section 5(i) below cease to be true and correct in any material respect, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (vi) of the happening of any event which makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement, it will not contain any 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, and that in the case of the prospectus, it will not contain any 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, in light of the circumstances under which they were made, not misleading, and (vii) of the Company's reasonable determination that a post-effective amendment to a registration statement would be appropriate;
(e) use its best commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment;
(f) cooperate with the Selling Holders and the managing Underwriter or Underwriters to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depositary Trust Company;
(g) use commercially reasonable efforts to register or qualify such Registrable Securities as promptly as practicable under such other securities or blue sky laws of such jurisdictions as any Selling Holder or managing Underwriter reasonably (in light of the intended plan of distribution) requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller Selling Holder or managing Underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided Selling Holder; PROVIDED that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphparagraph (g), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(eh) notify each seller use commercially reasonable efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities, if any, as may be required of the Company to enable the Selling Holder or Selling Holders thereof to consummate the disposition of such Registrable Securities;
(i) enter into customary agreements (including an underwriting agreement in customary form with customary indemnification provisions) and take such other actions as are reasonably required or advisable in order to expedite or facilitate the disposition of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, including providing reasonable availability of appropriate members of senior management of the happening Company to provide customary due diligence assistance in connection with any offering and to participate in customary "road show" presentations in connection with any underwritten offerings in substantially the same manner as they would in an underwritten primary registered public offering by the Company of its Common Stock, after taking into account the reasonable business requirements of the Company in determining the scheduling and duration of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits road show;
(j) make available for inspection by any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers Selling Holder of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent professional retained by any such seller Selling Holder or underwriterUnderwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspectors in connection with such registration statement. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company or its Affiliates unless and until such is made generally available to the public (other than by such Selling Holder). Each Selling Holder of such Registrable Securities further agrees that it will, as soon as practicable upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(k) use commercially reasonable efforts to obtain a comfort letter or comfort letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the Selling Holders of a majority of the shares of Registrable Securities being sold or the managing Underwriter or Underwriters reasonably requests;
(l) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of twelve months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11
(a) of the Securities Act;
(m) use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or quoted on any inter-dealer quotation system on which similar securities issued by the Company are then quoted;
(n) if any event contemplated by Section 5(d)(vi) above shall occur, as promptly as practicable prepare a supplement or amendment or post-effective amendment to such registration statement or the related prospectus or any document incorporated therein by reference or promptly file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, 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; and
(o) cooperate and assist in any filing required to be made with the National Association of Securities Dealers, Inc. and in the performance of any due diligence investigation by any underwriter, including any "qualified independent underwriter," or any Selling Holder. The Company may require each Selling Holder to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as it may from time to time reasonably request and such other information as may be legally required in connection with such registration. Notwithstanding anything herein to the contrary, the Company shall have the right to exclude from any offering the Registrable Securities of any Selling Holder who does not comply with the provisions of the immediately preceding sentence. Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(d)(vi) hereof, such Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 5(d)(vi) hereof, and, if so directed by the Company, such Selling Holder will deliver to the Company all copies, other than permanent file copies, then in such Selling Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5(b) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5(d)(vi) hereof to the date when the Company shall make available to the Selling Holders of Registrable Securities covered by such registration statement a prospectus supplemented or amended to conform with the requirements of Section 5(d)(vi) hereof.
Appears in 2 contracts
Samples: Stockholders Agreement (Christina Bank & Trust Co), Stockholders Agreement (TNPC Inc)
Registration Procedures. Whenever the Holder Holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts in good faith to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto in furtherance hereof, the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts in good faith to cause such registration statement to become effective thereafter (provided and remain effective; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder Participating Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the each Participating Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities Participating Holder such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerHolder;
(d) use its best efforts in good faith to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Participating Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions Holder (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable SecuritiesParticipating Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerseller or by its own initiative, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed or admitted to trading on each securities exchange or trading system on which similar securities issued by the Company are then listedlisted or admitted for trading or, if not so listed or admitted for trading, then on at least one securities exchange or quotation system on which securities of companies similar to the Company are then listed or admitted for trading, and, if admitted for trading on the Over the Counter Bulletin Board or BBX, use its best efforts in good faith (i) to either (x) secure designation of all such Registrable Securities covered by such registration statement, if and to the extent eligible for such designation, as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or (y) secure trading on the NASDAQ "SmallCap" market and, without limiting the generality of the foregoing, and (ii) to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) furnish to each Participating Holder a signed counterpart, addressed to such Participating Holder, of (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in the registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the comfort letter, with respect to events subsequent to the date of the financial statements), as are customarily covered (at the time of such registration) in opinions of issuer's counsel and in comfort letters delivered to the underwriters in underwritten public offerings of securities. If and to the extent that any registration relates to an underwritten public offering, such opinion and comfort letter shall be sufficient if it is in the form acceptable to the managing underwriter thereof.
(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder Participating Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities;
(although j) in the Company has no obligation to secure any underwriting arrangements on behalf event of the Holder); and
(i) make available for inspection during normal business hours by issuance of any seller stop order suspending the effectiveness of Registrable Securitiesa registration statement, or of any underwriter participating order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in any disposition pursuant to such registration statement and for sale in any attorneyjurisdiction, accountant or other agent retained by any the Company shall use its best efforts in good faith promptly to obtain the withdrawal of such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statementorder.
Appears in 2 contracts
Samples: Note Purchase Agreement (Theglobe Com Inc), Note Purchase Agreement (Theglobe Com Inc)
Registration Procedures. Whenever the Holder of Registrable Securities has requested that any Registrable Securities be registered In connection with Genesis MLP's obligations to register Common Units pursuant to this Agreement, the Company shall Genesis MLP will use its best efforts Reasonable Efforts to effect such registration so as to permit the registration sale of the resale of any Common Units included in such Registrable Securities registration, and pursuant thereto the Company shall Genesis MLP will as expeditiously as possible:
(A) as soon as practicable:
reasonably practicable after receipt of a Notice of Demand and a Participation Notice (a) or the expiration of the period for receipt thereof), prepare and file with the SEC a the requisite registration statement with respect to the resale of such Registrable Securities and thereafter use its best efforts Reasonable Efforts to cause such registration statement to become be declared effective thereafter (by the SEC, provided that before filing a such registration statement or prospectus any amendment or any amendments or supplements supplement thereto, the Company shall Genesis MLP will furnish to the counsel selected by the Holder Participating Holders copies of the Registrable Securities covered by such registration statement copies drafts of all such documents proposed to be filedfiled (excluding exhibits, which documents shall be subject made available upon request by any Participating Holder), and any Participating Holder shall have the opportunity to timely object to any information relating to such Participating Holders contained therein and Genesis MLP will make the review and consent of corrections reasonably requested with respect to information relating to such counsel)Participating Holder prior to filing any such registration statement, amendment or supplement;
(bB) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period complete the distribution of not less than 180 days the securities covered thereby and as may be required to comply with the provisions Section 4(3) of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementand Rule 174 thereunder;
(cC) furnish to each seller underwriter participating in the distribution of Registrable Securities securities under such registration statement, such number of conformed copies of such registration statement and of each amendment thereto (in each case excluding all exhibits and documents incorporated by reference, which exhibits and documents shall be furnished upon request), such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included contained in such registration statement (including each preliminary prospectus) and such any other documents prospectus filed under Rule 424 under the Securities Act, as such seller underwriter may reasonably request in order to facilitate the disposition distribution of the Registrable Securities owned by such sellerCommon Units;
(dD) use its best efforts Reasonable Efforts to register or qualify such Registrable Securities under such all Common Units and other securities or covered by such registration statement under all applicable blue sky laws of and other securities laws, and to keep such jurisdictions registration or qualification in effect for so long as Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers registration statement remains in such jurisdictions (provided effect, except that the Company Genesis MLP shall not for any such purpose be required to (ia) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this subparagraphclause (D) be obligated to be so qualified, (iib) subject itself to taxation in any such jurisdiction or (iiic) consent to general service of process in any such jurisdiction);
(eE) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required use Reasonable Efforts to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in cause all Common Units covered by such registration statement contains an untrue statement of a material fact to be registered with or omits any fact approved by such other governmental agencies or authorities applicable to Genesis MLP as may be reasonably necessary to make enable Genesis MLP (or underwriter or agent, if any) to consummate the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers offering and sale of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit Common Units pursuant to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hF) enter into use Reasonable Efforts to prevent the issuance by the SEC or any other governmental agency or court of a stop order, injunction or other order suspending the effectiveness of such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwritersregistration statement and, if anysuch an order is issued, use Reasonable Efforts to cause such order to be lifted as promptly as practicable;
(G) take such other actions as are reasonably requests (although necessary to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder)such Common Units; and
(iH) make available for inspection during normal business hours by any seller of Registrable Securitiesparticipate, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information extent reasonably requested by any such sellerthe managing underwriter for the offering, underwriter, attorney, accountant or agent in connection with such registration statementcustomary efforts to sell the securities under the offering.
Appears in 2 contracts
Samples: Redemption and Registration Rights Agreement (Genesis Energy Lp), Redemption and Registration Rights Agreement (Genesis Energy Lp)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its reasonable best efforts to effect the registration of the resale and sale of such Registrable Securities and in accordance with the intended method of disposition thereof and, pursuant thereto thereto, the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and and, as soon as practicable after the end of the period within which requests for registration may be given to the Company, file with the SEC Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus prospectus, or any amendments or supplements thereto, the Company shall will furnish copies of all such documents proposed to the be filed to one counsel selected designated by the Holder holders of at least a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counselstatement);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days 120 days, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus prospectus(es) included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder Investor reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction, or (iii) subject it to taxation in any such jurisdiction);
(e) promptly notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed or if no such securities are then listed, such securities exchange as the holders of at least a majority of the Registrable Securities included in such registration may request;
(g) provide a transfer agent agent, registrar and registrar CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other customary actions as the Holder holders of at least a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder); andsuch Registrable Securities;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however, that any records, information or documents that are furnished by the Company and that are non-public shall be used only in connection with such registration and shall be kept strictly confidential by any seller of Registrable Securities except to the extent disclosure of such records, information or documents is required by written order of a court or other governmental authority having jurisdiction;
(j) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) at least 48 hours prior to the filing of any registration statement or prospectus, or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to each seller of such Registrable Securities and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected by the holders of at least a majority of the Registrable Securities being registered shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an amendment or supplement, in the opinion of counsel for the Company the filing of such amendment or supplement is reasonably necessary to protect the Company from any liabilities under any applicable federal or state law and such filing will not violate applicable laws;
(l) at the request of any seller of such Registrable Securities in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement: (i) an opinion of counsel, addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such counsel, underwriters and the sellers may reasonably agree upon, including such matters as are customarily furnished in connection with an underwritten offering, and (ii) a letter or letters from the independent certified public accountants of the Company addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such accountants, underwriters and sellers may reasonably agree upon, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are independent certified public accountants within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act;
(m) make senior executives of the Company reasonably available to assist the underwriters with respect to, and accompany the underwriters on, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of Registrable Securities pursuant to a registration statement; and
(n) make generally available to its security holders an earnings statement of the Company that satisfies the provisions of Section 11(a) of the Securities Act covering a period of 12 months beginning after the effective date of such registration statement as soon as reasonably practicable after the termination of such 12-month period.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nevro Corp), Registration Rights Agreement (Nevro Corp)
Registration Procedures. Whenever the Holder of Registrable Securities has requested Shareholders request that any Registrable Securities be registered pursuant to this AgreementSections 1 or 2, subject to the provisions of such Sections, the Company shall use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities and pursuant thereto in accordance with the Company shall as soon as practicableintended method of disposition thereof, and, in connection with any such request:
(a) The Company shall as expeditiously as practicable prepare and file with the SEC a registration statement with respect to on any form for which the resale Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of such the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective thereafter for a period of not less than one hundred and eighty (provided that before 180) days, or in the case of a shelf registration statement, one (1) year (or such shorter period in which all of the Registrable Securities of the Shareholders included in such registration statement shall have actually been sold thereunder).
(b) Prior to filing a registration statement or prospectus or any amendments amendment or supplements supplement thereto, the Company shall shall, if requested, furnish to the counsel selected by the Holder each participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of all such documents registration statement as proposed to be filed, which documents and thereafter the Company shall be subject furnish to the review such Shareholder and consent underwriter, if any, such number of copies of such counselregistration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein);
(b) notify , the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request; provided, however, that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus used in connection therewith as may to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to keep such make the statements therein not misleading.
(c) After the filing of the registration statement effective for a period of not less than 180 days and statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such the applicable period in accordance with the intended methods of disposition by the sellers Shareholders thereof set forth in such registration statement;
statement or supplement to such prospectus and (ciii) furnish to promptly notify each seller of Shareholder holding Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in covered by such registration statement (including each preliminary prospectus) of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such other documents as such seller may reasonably request in stop order or to facilitate the disposition of the Registrable Securities owned by such seller;remove it if entered.
(d) The Company shall use its reasonable best efforts to (i) register or qualify such the Registrable Securities covered by such registration statement under such other securities or “blue sky sky” laws of such jurisdictions in the United States as Holder any Registering Shareholder holding such Registrable Securities reasonably (in light of such Shareholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things which that may be reasonably necessary or advisable to enable such seller Shareholder to consummate the disposition of the Registrable Securities owned by the sellers in such jurisdictions (Shareholder; provided that the Company shall not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 4(d), (iiB) subject itself to taxation in any such jurisdiction or (iiiC) consent to general service of process in any such jurisdiction);.
(e) The Company shall immediately notify each seller of Registering Shareholder holding such Registrable SecuritiesSecurities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, after the Company becomes aware of the happening occurrence of any an event as a result requiring the preparation of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall 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;misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.
(f) cause The Designated Holders holding a majority of the voting power of the Registrable Securities (voting as a single class) shall have the right to select an underwriter or underwriters in connection with a Demand Registration of a Designated Holder, which selection shall be subject to the approval of the Company, not to be unreasonably withheld. In connection with any public offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are required in order to expedite or facilitate the deposition of such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by in any such public offering, including the Company are then listed;engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the Financial Industry Regulatory Authority.
(g) provide a transfer agent Upon execution of confidentiality agreements in form and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms substance acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) shall make available for inspection during normal business hours by any seller holder of Registrable Securities, Securities and any underwriter participating in any disposition pursuant to such a registration statement being filed by the Company pursuant to this Section 4 and any attorney, accountant or other agent professional retained by any such seller holder of Registrable Securities or underwriterunderwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the “Records”) as shall be reasonably necessary to enable them to fulfill their due diligence responsibility, and cause the Company's ’s officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Registrable Securities unless and until such information is made generally available to the public. Each Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(h) The Company shall furnish to each Registering Shareholder and to each such underwriter, if any, a signed counterpart, addressed to such Registering Shareholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor requests.
(i) The Company may require each Shareholder to promptly furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.
(j) Each Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e), such Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(e), and, if so directed by the Company, such Shareholder shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 4(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 4(e) to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 4(e).
Appears in 2 contracts
Samples: Shareholders Agreement (MINISO Group Holding LTD), Shareholders Agreement (MINISO Group Holding LTD)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days (or, in the case of a Shelf Registration, a period ending on the earlier of (i) the date on which all Registrable Securities included in such Shelf Registration have been sold pursuant thereto or have otherwise ceased to be Registrable Securities, and (ii) the second anniversary of the effective date of such Shelf Registration) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order; and
(m) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement).
Appears in 2 contracts
Samples: Registration Agreement (Focal Communications Corp), Registration Agreement (Focal Communications Corp)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, use its best efforts to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 1lAa2-1 of the Securities and Exchange Commission or, failing that, to use its best efforts to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to use its best efforts to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; and
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order.
Appears in 2 contracts
Samples: Registration Agreement (Cosi Inc), Registration Agreement (Zam Holdings L P)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the SEC Securities and Exchange Commission a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its best commercially reasonable efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Investor Registrable Securities Securities, on the one hand, and the holders of a majority of the Other Registrable Securities, on the other hand, covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of each such counsel), and include in any Short-Form Registration such additional information reasonably requested by a majority of the Registrable Securities registered under the applicable registration statement, or the underwriters, if any, for marketing purposes, whether or not required by applicable securities laws;
(b) notify the Holder in writing each holder of Registrable Securities to be sold thereunder of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) ), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subparagraph or (ii) subject itself consent to taxation general service of process in any such jurisdiction or (iii) consent subject itself to general service of process taxation in any such jurisdiction);
(e) notify in writing each seller of such Registrable Securities, (i) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) promptly after receipt thereof, of any request by the Securities and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information, and (iii) 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) prepare and file promptly with the Securities and Exchange Commission, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, when any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include 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, and, in case an of such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Company shall use its commercially reasonable efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;
(g) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into and perform such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Investor Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, participation in “road shows,” investor presentations and marketing events and effecting a stock split or a combination of the Holdershares); and;
(ij) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(k) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(1) otherwise use its reasonable 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 covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(m) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(n) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or other such order the Company shall advise such holders of Registrable Securities of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order;
(o) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(p) obtain a cold comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Investor Registrable Securities being sold reasonably request (provided that such Investor Registrable Securities constitute at least 10% of the securities covered by such registration statement); and
(q) provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.
Appears in 2 contracts
Samples: Registration Agreement (Atlassian Corp PLC), Registration Agreement (Atlassian Corp PLC)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days six months and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) if requested by the holders of a majority of the Investor Registrable Securities in connection with any Demand Registration requested by such holders, use its commercially reasonable efforts to cause to be included in such registration Common Stock having an aggregate value (based on the midpoint of the proposed offering price range specified in the registration statement used to offer such securities) of up to $30 million ("Company Registrable Securities"), to be offered in a primary offering of the Company's securities contemporaneously with such offering of Registrable Securities;
(d) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(de) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);
(ef) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(fg) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq National Market ("Nasdaq Market") and, if listed on the Nasdaq Market, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "National Market System security" within the meaning of Rule 11Aa2-1 of the SEC or, failing that, to secure Nasdaq Market authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, effecting a stock split or a combination of the Holdershares); and;
(ij) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(k) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(l) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(m) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;
(n) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(o) obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the holders of a majority of the Registrable Securities being sold reasonably request. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if, in its sole and exclusive judgment, such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities 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 required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such holder; provided, that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (Anvil Holdings Inc), Registration Rights Agreement (Cottontops Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq and, if listed on the Nasdaq, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure Nasdaq authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request; and
(n) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of the Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Si International Inc), Registration Rights Agreement (Si International Inc)
Registration Procedures. Whenever the Holder Company is required by the provisions of Registrable Securities has requested that any Registrable Securities be registered pursuant Section 3 to this Agreement, the Company shall use its reasonable best efforts to effect the registration of the resale of such any Registrable Securities and pursuant thereto under the Securities Act, the Company shall will, as soon as practicablereasonably possible:
(a) prepare and file with the SEC Commission a registration statement on “shelf” registration statement on Form S-1 or such other form of general applicability satisfactory to Company providing for the registration and sale on a continuous or delayed basis with respect to the resale of such Registrable Securities securities and use its best efforts to cause such registration statement to become and remain effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, for the Company shall furnish to the counsel selected by the Holder period of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counseldistribution contemplated thereby (determined as hereinafter provided);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period until the earliest to occur of not less than 180 days and comply with (i) the provisions date that all of the securities registered thereunder have been sold pursuant thereto or (ii) until, by reason of Rule 144(k) under the Securities Act with respect or any other rule of similar effect, the securities registered thereunder are no longer required to be registered for the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition sale thereof by the sellers thereof set forth in such registration statement;Holder without restriction.
(c) furnish to each seller of Registrable Securities and to each underwriter, if any, such number of copies of such the registration statement, each amendment statement and supplement thereto, the prospectus included in such registration statement therein (including each preliminary prospectus) and such other documents as such seller persons reasonably may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned covered by such sellerregistration statement;
(d) use its best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other the securities or "blue sky sky" laws of such jurisdictions as Holder reasonably requests the sellers of the Shares and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by or, in the sellers in such jurisdictions (provided case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to (i) qualify generally to do transact business as a foreign corporation in any jurisdiction where it would is not otherwise be required so qualified or to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required use its best efforts to be delivered under cause the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed quoted on each the OTC Bulleting Board or to list the Registrable Securities covered by such registration statement with any securities exchange or trading system on which similar securities issued by the Common Stock of the Company are is then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(if) make available for inspection during normal business hours by any each seller of Registrable Securities, any underwriter participating in any disposition distribution pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
(g) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities from and after a date not later than the effective date of such Registration Statement.
(h) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of amending or supplementing any prospectus supplement and any certificates representing Registrable Securities to be sold.
(i) in the case of an underwritten offering, cause any one of the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.
(j) in connection with each registration hereunder, each seller of Registrable Securities will furnish to the Company in writing such information with respect to such seller and the proposed distribution by such seller as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.
(k) in connection with each registration pursuant to Section 3 covering an underwritten public offering, the Company and the Holder agree to enter into a written agreement with the managing underwriter selected by the Company containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature.
Appears in 2 contracts
Samples: Investor Rights Agreement (GlenRose Instruments Inc.), Investor Rights Agreement (GlenRose Instruments Inc.)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities within 120 days (in connection with an initial Public Offering) or 60 days (in connection with all other Public Offerings) and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) promptly notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; and
(l) the Company agrees to file all reports and supplements which are required to be filed by the Company under the Securities Act so that it may be eligible to effect any registration of Registrable Securities on Form S-3 or any comparable form, successor form or other form if such form is available for use by the Company.
Appears in 2 contracts
Samples: Investor Rights Agreement (Aldabra Acquisition CORP), Registration Rights Agreement (Great Lakes Dredge & Dock Corp)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicablepromptly:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 one hundred eighty (180) days or such lesser period until all Registrable Securities included in such registration statement are sold and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify cause all such Registrable Securities under to be listed on each securities exchange on which similar securities issued by the Company are then listed;
(e) enter into such customary agreements (including underwriting agreements in customary form) and take all such other securities or blue sky laws actions as the holders of such jurisdictions as Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition a majority of the Registrable Securities owned by being sold or the sellers underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such jurisdictions Registrable Securities (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction including effecting a stock split or (iii) consent to general service a combination of process in any such jurisdictionshares);
(ef) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 1.1
(a) of the Securities Act and Rule 158 thereunder;
(g) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or factor omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(fh) cause all use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to be listed on each securities exchange or trading system on which similar securities issued enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company are then listedshall not be required to
(i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(gi) provide a transfer agent and registrar and a CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(ij) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Soundbite Communications Inc), Investors' Rights Agreement (Soundbite Communications Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to each seller of Registrable Securities, each underwriter participating in any disposition pursuant to such registration and to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days six months and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities being sold (including, without limitation, effecting a stock split or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;
(l) obtain cold comfort letters, dated (i) the effective date of such registration statement, (ii) the date the Registrable Securities being sold are delivered to the underwriters, if any, for sale pursuant thereto and (iii) if required by the underwriters, if any, on or prior to the date of any preliminary prospectuses, from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters and if the Registrable Securities included in such registration statement constitute at least 10% of the securities covered by such registration statement, also covering such matters as the holders of a majority of the Registrable Securities being sold reasonably request;
(m) provide a legal opinion of the Company's outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature;
(n) if requested by the managing underwriter or underwriters or a holder of Registrable Securities being sold in connection with an underwritten offering, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters and the holders of a majority of the Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid thereof by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(o) cooperate with the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of Registrable Securities to the underwriters; and
(p) use its best efforts to cause the Registrable Securities covered by the applicable registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities.
Appears in 2 contracts
Samples: Registration Agreement (Allotech International Inc), Registration Agreement (Commercial Vehicle Group, Inc.)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq and, if listed on the Nasdaq, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure Nasdaq authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the National Association of Securities Dealers (the "NASD");
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split, a combination of the Holdershares, or other recapitalization); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering the matters customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request; and
(n) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of the Registrable Securities (including using its best efforts to take all such actions as may be necessary to enable the sellers of such Registrable Securities to trade such Registrable Securities on all non-U.S. securities exchanges or markets on which Registrable Securities may then be listed or traded, in accordance with all applicable securities laws or regulations).
Appears in 2 contracts
Samples: Registration Agreement (Comple Tel Europe Nv), Registration Agreement (Comple Tel Europe Nv)
Registration Procedures. Whenever the Holder of Registrable Securities Brazil Minerals has requested that any Registrable Securities be registered pursuant to this Registration Agreement, the Company shall Jupiter Gold will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall Jupiter Gold will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Commission a registration statement with respect to the resale of such Registrable Securities, which registration statement will state that Brazil Minerals may sell such Registrable Securities either under such registration statement or, at Brazil Minerals' proper request, pursuant to Rule 144 (or any similar rule then in effect), and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall Jupiter Gold will furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement Brazil Minerals copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent approval of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a the period of not less than 180 days set forth in Section 3(k) hereof and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities Brazil Minerals such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller Brazil Minerals may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerSecurities;
(d) use its best efforts to register or qualify such Registrable Securities covered by such registration under such other securities or blue sky laws of such jurisdictions as Holder Brazil Minerals reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller Brazil Minerals to consummate the disposition in such jurisdictions of the Registrable Securities owned as requested by the sellers in such jurisdictions Brazil Minerals (provided that the Company shall Jupiter Gold will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, Brazil Minerals 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 contains an untrue statement of a material fact or omits to state any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall Jupiter Gold will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall (or any document incorporated therein by reference) will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading automated quotation system on which similar securities issued by the Company Jupiter Gold are then listedlisted or quoted;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable including an underwriting agreement in customary form) and take all such other actions as Brazil Minerals reasonably requests in order to expedite or facilitate the Company) as the Holder disposition of such Registrable Securities being sold (including, without limitation, using its best efforts to effect a stock split or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable SecuritiesBrazil Minerals, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyJupiter Gold, and cause the CompanyJupiter Gold's officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of any 12 month period (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold and (ii) beginning with the first month of Jupiter Gold's first fiscal quarter commencing after the effective date of the registration statement, which statements shall cover said 12 month periods; and
(k) keep each registration statement effective for a period of one year after the effective date of such registration statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Jupiter Gold Corp), Registration Rights Agreement (Jupiter Gold Corp)
Registration Procedures. Whenever the a Holder of Registrable Securities has or Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Commission a registration statement with respect to the resale of such Registrable Securities (which shall be effected within 30 days of a request in the case of a registration under Section 2(a)) and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a such period of not less than 180 days and comply with the provisions of the Securities Act with respect as is necessary to complete the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, HOWEVER, that such period shall not exceed 90 days unless the registration statement is a Shelf Registration Statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which that may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act,(i) of the happening occurrence of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein therein, in light of the circumstances under which made, not misleading, and, and at the request of any such seller, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein therein, in light of the circumstances under which made, not misleading; or (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes; PROVIDED, HOWEVER, that the Company shall not be required to notify a seller of Registrable Securities of the occurrence of any event described in clause (i) hereof that relates to a prospectus contained in a Shelf Registration Statement unless within the 30 days prior thereto the seller has given the Company notice of its intention to offer or sell Registrable Securities pursuant to Section 5(e) below;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company that are of the same class as the Registrable Securities are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, underwriter all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent certified public accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.;
(i) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
Appears in 2 contracts
Samples: Registration Rights Agreement (Vysis Inc), Registration Rights Agreement (Vysis Inc)
Registration Procedures. Whenever the Holder of Registrable Securities has requested requests that any of its Registrable Securities Common Shares be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities Common Shares in accordance with the intended methods of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement Registration Statement with respect to the resale of such Registrable Securities Common Shares and use its best efforts to cause such registration statement Registration Statement to become effective thereafter (provided that as soon as practicable thereafter; and before filing a registration statement Registration Statement or prospectus Prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by Shareholder and the Holder of the Registrable Securities covered by such registration statement underwriter or underwriters, if any, copies of all such documents proposed to be filed, which including documents incorporated by reference in the Prospectus and, if requested by the Shareholder, the exhibits incorporated by reference, and the Shareholder shall be subject have the opportunity to object to any information pertaining to the review Shareholder that is contained therein and consent of the Company will make the corrections reasonably requested by the Shareholder with respect to such counsel)information prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement thereto;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a such period as is necessary to complete the distribution of not less than 180 days the securities covered by such Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) furnish to each seller of Registrable Securities Common Shares such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities Common Shares owned by such seller;
(d) use its best commercially reasonable efforts to remain eligible to file registration statements on Form S-3 or any successor thereto then available, and if applicable to utilize “well known seasoned issuer status”, and to register or qualify such Registrable Securities Common Shares under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities Common Shares owned by the sellers in such jurisdictions seller (provided provided, that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubparagraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable SecuritiesCommon Shares, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any event as a result of which the prospectus Prospectus included in such registration statement Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall and prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of that such Registrable Securities, such prospectus Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by in the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date case of such registration statement;
(h) an underwritten offering, enter into such customary agreements together with the Operating Partnership (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Common Shares (although including, without limitation, effecting a stock split or a combination of shares and making members of senior management of the Company has no obligation available to secure any underwriting arrangements on behalf participate in, and cause them to cooperate with the underwriters in connection with, “road-show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the HolderRegistrable Common Shares)) and cause to be delivered to the underwriters and the sellers, if any, opinions of counsel to the Company and the Operating Partnership in customary form, as well as closing certificates and other customary documents covering such matters as are customarily covered by opinions for and certificates in an underwritten public offering as the underwriters may request and addressed to the underwriters and the sellers; andprovided, however, that notwithstanding anything else contained in this Agreement, the Company shall not be obligated to effect an aggregate of more than three underwritten offerings or participate in more than two “road shows” (which, for the purposes of this sentence shall not include presentations that involve only telephonic or internet-based marketing and do not require any travel by the Company’s management) in any twenty-four (24) month period, and not more than one underwritten offering every six (6) months under this Agreement or under the Other Registration Rights Agreement; and provided further, however, that if an underwritten public offering (including a public sale to a registered broker-dealer) is effected at the request of Apollo, the Shareholder shall have the right to participate in such offering and Apollo shall have the right to participate in any underwritten public offering effected at the request of the Shareholder under this Agreement; and if the managing underwriters or broker-dealers of any such underwritten offering advise Apollo in writing that in their opinion the number of Registrable Common Shares proposed to be included in any such offering exceeds the number of securities that can be sold in such offering and/or that the number of Registrable Common Shares proposed to be included in any such offering would materially adversely affect the price per share of the Company’s equity securities to be sold in such offering, Apollo and the Shareholder shall include in such offering only the number of Registrable Common Shares that, in the opinion of such managing underwriters (or registered broker-dealer), can be sold. If the number of shares that can be sold exceeds the number of Registrable Common Shares proposed to be sold, such excess shall be allocated pro rata among the holders of Common Shares desiring to participate in such offering based on the amount of such Common Shares initially requested to be registered by such holders or as such holders may otherwise agree. Only Apollo and the Shareholder and their affiliates holding Registrable Common Shares shall be entitled to participate in any public underwritten offerings pursuant to this Agreement with respect to Registrable Common Shares (which for purposes of this paragraph (f) includes Registrable Common Shares as defined in the Other Registration Rights Agreement). If either of the Shareholder or Apollo determines not to participate in an underwritten offering with respect to which it is entitled hereunder to participate in hereunder or under the Other Registration Rights Agreement, then the non-participating party shall agree to such lockup period with respect to its Common Shares as the managing underwriters or broker dealer deems reasonably necessary for purposes of effecting the public offering.
(ig) make available available, for inspection during normal business hours by any seller of Registrable SecuritiesCommon Shares, any underwriter participating in any disposition pursuant to such registration statement Registration Statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;
(h) to use its best efforts to cause all such Registrable Common Shares to be listed on each securities exchange on which securities of the same class issued by the Company are then listed or, if no such similar securities are then listed, on Nasdaq or a national securities exchange selected by the Company;
(i) provide a transfer agent and registrar for all such Registrable Common Shares not later than the effective date of such Registration Statement;
(j) if requested, cause to be delivered, immediately prior to the effectiveness of the Registration Statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Common Shares sold pursuant thereto), letters from the Company’s independent certified public accountants addressed to the Shareholder (unless the Shareholder does not provide to such accountants the appropriate representation letter required by rules governing the accounting profession) and each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with primary or secondary underwritten public offerings, as the case may be;
(k) make generally available to its shareholders a consolidated earnings statement (which need not be audited) for the 12 months beginning after the effective date of a Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act;
(l) promptly notify the Shareholder and the underwriter or underwriters, if any:
(i) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective;
(ii) of any SEC comments applicable to the Registration Statement or Prospectus or written request from the SEC for any amendments or supplements to the Registration Statement or Prospectus;
(iii) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Shares for sale under the applicable securities or blue sky laws of any jurisdiction;
(v) of the existence of, any fact or the happening of any event that makes any statement of material fact made in any registration statement filed pursuant to this Agreement or related prospectus untrue in any material respect, or that requires the making of any changes in such registration statement so that, in the case of the registration statement, it will not contain any 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 and that, in the case of the prospectus, such prospectus will not contain any 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, in light of the circumstances under which they were made, not misleading; and
(vi) of the determination by the Company that a post-effective amendment to a registration statement filed pursuant to this Agreement will be filed with the SEC. The Company shall file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and take such further action as the Shareholder may reasonably request, all to the extent required to enable the Shareholder to be eligible to sell Registrable Common Shares pursuant to Rule 144 (or any similar rule then in effect). In connection with any registration pursuant to which any of a Holder’s Registrable Common Shares is to be sold, the Company may require that the Holder furnish to the Company any other information regarding the Holder and the distribution of such securities as the Company may from time to time reasonably request in writing. The Holders agree by having their stock treated as Registrable Common Shares hereunder that, upon notice of the happening of any event described in l(v) above (a “Suspension Notice”), the Holders will forthwith discontinue disposition of Registrable Common Shares until the Shareholder is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 5(e) hereof, and, if so directed by the Company, the Holders will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Holder’s possession, of the Prospectus covering such Registrable Common Shares current at the time of receipt of such notice; provided, however, that such postponement of sales of Registrable Common Shares shall not exceed ninety (90) days in the aggregate in any one year; provided, further, however, that not later than the last day of such ninety (90) day period or such shorter period as may apply, the Company shall have provided to the Holders a supplemented or amended Prospectus as contemplated by Section 5(e) hereof. If the Company shall give any notice to suspend the disposition of Registrable Common Shares pursuant to a Prospectus, the Company shall extend the period of time during which the Company is required to maintain the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date the Shareholder either is advised by the Company that the use of the Prospectus may be resumed or receives the copies of the supplemented or amended Prospectus contemplated by Section 5(e). In any event, the Company shall not be entitled to deliver more than one (1) Suspension Notice in any one year.
Appears in 2 contracts
Samples: Registration Rights Agreement (Lexington Realty Trust), Registration Rights Agreement (Vornado Realty Trust)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(ai) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the one (1) counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(bii) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 120 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions any of the United States as Holder a seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (ia) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (iib) subject itself to taxation in any such jurisdiction jurisdiction, or (iiic) consent to general service of process in any such jurisdiction);
(ev) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(fvi) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed, if any;
(gvii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hviii) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions, including arranging for provision by accountants of “comfort letters”, as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(iix) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(x) 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 covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) if any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if in such holder's sole and exclusive judgment, such holder is or might be deemed to be an underwriter or a controlling person of the Company, (a) insert therein language, at such holder's request, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities 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 shall assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar U.S. Federal statute then in force, delete the reference to such holder; provided that with respect to this clause (b) such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company;
(xii) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any ordinary shares included in such registration statement for sale in any jurisdiction, obtain the withdrawal of such order and notify each seller of Registrable Securities of such stop order;
(xiii) in the event such registration is an underwritten public offering, enter into and perform the Company's obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering.
Appears in 2 contracts
Samples: Credit Line Agreement (Check-Cap LTD), Shareholder Agreements (Check-Cap LTD)
Registration Procedures. Whenever If and whenever the Holder Company is required by the provisions of Article 2 or Article 3 to effect a registration of Registrable Securities has requested that any Registrable under the Securities be registered pursuant to this AgreementAct, the Company shall will use its best efforts to effect the registration of the resale and sale of such Registrable Securities and pursuant thereto in accordance with the intended methods of disposition specified by the holders participating therein. Without limiting the foregoing, the Company shall in each such case will, as soon expeditiously as practicablepossible:
(a) 4.1 In the case of a demand registration pursuant to Section 2.1, prepare and file with the SEC a Commission the requisite registration statement with respect to effect such registration (including such audited financial statements as may be required by the resale of such Registrable Securities Act or the rules and regulations thereunder) and use its best efforts to cause such registration statement to become effective thereafter (provided effective; PROVIDED, HOWEVER, that as far in advance as practical before filing a such registration statement or prospectus or any amendments or supplements amendment thereto, the Company shall will furnish to counsel for the counsel selected by the Holder requesting holders of the Registrable Securities covered by such registration statement with copies of reasonably complete drafts of all such documents proposed to be filedfiled (including exhibits), which documents and any such holder shall be subject have the opportunity to object to any information pertaining solely to such holder that is contained therein and the review and consent of Company will make the corrections reasonably requested by such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each holder with respect to such information prior to filing such registration statement filed hereunder and prepare or amendment.
4.2 Prepare and file with the SEC Commission such amendments and supplements to such registration statement and the any prospectus used in connection therewith as may be necessary to keep maintain the effectiveness of such registration statement effective for a period of not less than 180 days and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by Registrable Securities included in such registration statement, in accordance with the intended methods of disposition thereof, until the earlier of (a) such time as all of the Registrable Securities included in such registration statement during such period have been disposed of in accordance with the intended methods of disposition by the sellers holder or holders thereof as set forth in such registration statement or (b) 180 days (or, if the filing was on a Form S-3 registration statement, 365 days) after such registration statement becomes effective; provided, that, in the event the holder of Registrable Securities is required to discontinue such holder's disposition of Registrable Securities pursuant to Section 4.11 hereof, such 180-days (or 365 days, if applicable) shall be extended for such additional period as is equal to the period during which such holders was required to discontinue such disposition.
4.3 Promptly notify each requesting holder and the underwriter or underwriters, if any, of:
(a) when such registration statement or any prospectus used in connection therewith, or any amendment or supplement thereto, has been filed and, with respect to such registration statement or any post-effective amendment thereto, when the same has become effective;
(b) any written request by the Commission for amendments or supplements to such registration statement or prospectus;
(c) furnish any notification received by the Company from the Commission regarding the Commission's initiation of any proceeding with respect to, or of the issuance by the Commission of, any stop order suspending the effectiveness of such registration statement; and
(d) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction.
4.4 Furnish to each seller holder of Registrable Securities included in such registration statement such number of conformed copies of such registration statement, statement and of each amendment and supplement thereto, and such number of copies of the prospectus included contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to such seller's Registrable Securities, and such other documents documents, as such seller holder may reasonably request in order to facilitate the disposition of the its Registrable Securities owned by such seller;Securities.
(d) use 4.5 Use its best efforts to register or qualify such all Registrable Securities included in such registration statement under such other the securities or "blue sky sky" laws of such jurisdictions states as Holder each holder of Registrable Securities shall reasonably requests request within twenty (20) days following the original filing of such registration statement and do to keep such registration or qualification in effect for so long as such registration statement remains in effect, and take any and all other acts and things action which may be reasonably necessary or advisable to enable such seller holder to consummate the disposition in such states of the Registrable Securities owned by the sellers in such jurisdictions (provided holder, except that the Company shall not for any such purpose be required (a) to (i) qualify generally to do business as a foreign corporation in any jurisdiction where wherein it would not otherwise be required to qualify but for the requirements of this subparagraphSection 4.5 be obligated to be so qualified, (iib) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);jurisdiction or (c) to subject itself to taxation in any such jurisdiction by reason of such registration or qualification.
(e) notify 4.6 Use its best efforts to cause all Registrable Securities included in such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable each seller holder thereof to consummate the disposition of such Registrable Securities.
4.7 Notify each holder whose Registrable Securities are included in 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 any prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and, and at the request of any such seller, the Company shall holder promptly prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment to of such prospectus as may be necessary so that, as thereafter delivered to the purchasers Purchaser of such Registrable Securities, such prospectus shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading;.
(f) 4.8 Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission.
4.9 Use its best efforts to cause all Registrable Securities included in such registration statement to be listed, upon official notice of issuance, on any securities exchange or quotation system on which any of the securities of the same class as the Registrable Securities are then listed.
4.10 The Company may require each holder whose Registrable Securities are being registered to, and each such holder, as a condition to including Registrable Securities in such registration statement, shall, furnish the Company and the underwriters with such information and affidavits regarding such holder and the distribution of such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by as the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable underwriters may from time to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, time reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating request in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent writing in connection with such registration statement. At any time during the effectiveness of any registration statement covering Registrable Securities offered by a holder, if such holder becomes aware of any change materially affecting the accuracy of the information contained in such registration statement or the prospectus (as then amended or supplemented) relating to such holder, it will immediately notify the Company of such change.
4.11 Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.7, each holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder receives the copies of the supplemented or amended prospectus contemplated by Section 4.7 and, if so directed by the Company, shall deliver to the Company all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities.
4.12 As used in this Agreement, the term "best efforts" shall not mean efforts which require the performing party to do any act that is unreasonable under the circumstances or to expend any funds other than reasonable out-of-pocket expenses incurred in satisfying its obligations hereunder, including but not limited to the fees, expenses and disbursements of its accountants, counsel and other professionals.
Appears in 2 contracts
Samples: Registration Rights Agreement (Us Bancorp \De\), Registration Rights Agreement (Us Bancorp \De\)
Registration Procedures. Whenever the Holder Holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of the resale of such Registrable Securities and pursuant thereto the Company shall as soon as practicable:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the each Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers in such jurisdictions (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder)request; and
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (American Eco Corp), Registration Rights Agreement (Dominion Bridge Corp)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and otherwise comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq and, if listed on the Nasdaq, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 of the SEC or, failing that, to secure Nasdaq authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the National Association of Securities Dealers;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a share split, a combination of the Holdershares or other recapitalization); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order 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, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) obtain a cold comfort letter from the Company's independent public accountants and an opinion from the Company's outside counsel, each in customary form and covering such matters of the type customarily covered by cold comfort letters and legal opinions, respectively, as the holders of a majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) being sold reasonably request;
(n) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of the Registrable Securities; and
(o) take such other actions—including causing such officers of the Company and its Subsidiaries as are requested by the managing underwriters to participate in "road shows" or similar marketing efforts conducted by such underwriters in connection with any underwritten offering pursuant hereto—as the holders of a majority of the MDCP Co-Investor Registrable Securities (or if there are no MDCP Co-Investor Registrable Securities, Registrable Securities) being sold reasonably request.
Appears in 2 contracts
Samples: Registration Rights Agreement (JSG Acquisitions I), Registration Rights Agreement (JSG Acquisitions I)
Registration Procedures. Whenever the Holder Holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company NationsRent shall use its best reasonable efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company NationsRent shall as soon expeditiously as practicablepossible:
(a) prepare and as soon as reasonably practicable file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best reasonable efforts to cause such registration statement to become and remain effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company NationsRent shall furnish to the counsel selected by the Holder Holders of at least a majority (by number of shares) of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each seller of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers such seller in such jurisdictions (provided that the Company NationsRent shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the request of any such seller, the Company NationsRent shall promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall 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 misleadingmisleading in light of the circumstances under which they were made;
(f) use its best reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by of the Company same class are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions (containing terms acceptable including, without limitation, causing at least one member of senior management of NationsRent to the Companyparticipate in any "road show" or "road shows") as the Holder sellers of at least a majority (by number of shares) of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder); andsuch Registrable Securities;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyNationsRent, and cause the CompanyNationsRent's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) otherwise use its best reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its stockholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of NationsRent's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) if and to the extent that any seller of Registrable Securities, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of NationsRent, permit such seller to participate in the preparation of such registration or comparable statement and require the insertion therein of material, furnished to NationsRent in writing, which in the reasonable judgment of such seller and its counsel should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, use its best reasonable efforts promptly to obtain the withdrawal of such order;
(m) use its best reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(n) furnish to each Holder of Registrable Securities a cold comfort letter from NationsRent's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the sellers of at least a majority (by number of shares) of the Registrable Securities being sold reasonably request, in form and substance reasonably satisfactory to such Holder. NationsRent will not file any registration statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by reference and proposed to be filed after the initial filing of the registration statement) to which the Holders of at least a majority (by number of shares) of Registrable Securities covered by such registration statement or the underwriter or underwriters, if any, shall reasonably object, provided that NationsRent may file such document in a form required by law upon the advice of its counsel.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nationsrent Inc), Registration Rights Agreement (Kirk James L)
Registration Procedures. Whenever If and whenever the Holder Company is required to effect the registration of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect and facilitate the registration of the resale registration, offering and sale of such Registrable Securities and in accordance with the intended method of disposition thereof as promptly as is practicable and, pursuant thereto thereto, the Company shall as soon expeditiously as practicablepossible and as applicable:
(a) prepare and file with the SEC a registration statement Registration Statement with respect to the resale of such Registrable Securities Securities, make all required filings required in connection therewith and (if the Registration Statement is not automatically effective upon filing) use its reasonable best efforts to cause such registration statement Registration Statement to become effective thereafter (as promptly as practicable; provided that before filing a registration statement or prospectus Registration Statement or any amendments or supplements thereto, the Company shall furnish to counsel to the counsel selected by the Holder of the Registrable Securities covered by Holders for such registration statement copies of all such documents proposed to be filed, which documents shall be subject to review by counsel to the review Holders , and consent of give the Holders participating in such counsel)registration an opportunity to comment on such documents and keep such Holders reasonably informed as to the registration process;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement any Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period until all of not less than 180 days the Registrable Securities covered by such Registration Statement have been disposed of and comply with the provisions applicable requirements of the Securities Act with respect to the disposition of all securities the Registrable Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) furnish to each seller of Registrable Securities Holder participating in the registration, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto (in each case including all exhibits thereto and all documents incorporated by reference therein) and such other documents as such seller Holder may reasonably request request, including in order to facilitate the disposition of the Registrable Securities owned by such sellerHolder, provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions U.S. jurisdiction(s) as any Holder participating in the registration or any managing underwriter reasonably requests and do any and all other acts and things which that may be reasonably necessary or reasonably advisable to enable such seller Holder and each underwriter, if any, to consummate the disposition of the such Holder’s Registrable Securities owned by the sellers in such jurisdictions (provided jurisdiction(s); provided, that the Company shall not be required to (i) qualify generally to do business business, subject itself to taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for its obligations pursuant to this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 8(d);
(e) notify use its reasonable best efforts to cause all Registrable Securities covered by any Registration Statement to be registered with or approved by such other Governmental Entities or self-regulatory bodies as may be necessary or reasonably advisable in light of the business and operations of the Company to enable each seller Holder participating in the registration to consummate the disposition of such Registrable SecuritiesSecurities in accordance with the intended method or methods of disposition thereof;
(f) promptly notify each Holder participating in the registration and the managing underwriters of any underwritten offering:
(i) each time when the Registration Statement, any pre-effective amendment thereto, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective;
(ii) of any oral or written comments by the SEC or of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding such Holder;
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for any such purpose; and
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction;
(g) notify each Holder participating in such registration, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any event as a result of which that would cause the prospectus Prospectus included in such registration statement contains Registration Statement to contain an untrue statement of a material fact or omits to omit any fact necessary to make the statements made therein not misleadingmisleading in light of the circumstances under which they were made, and, at as promptly as practicable, prepare, file with the request SEC and furnish to such Holder a reasonable number of any such seller, the Company shall prepare copies of a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall Prospectus will not contain an any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form;
(fh) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, any order suspending or preventing the use of any related Prospectus or any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, use its reasonable best efforts to promptly obtain the withdrawal or lifting of any such order or suspension;
(i) not file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the Prospectus used in connection therewith, that refers to any Holder covered thereby by name or otherwise identifies such Holder as the holder of any securities of the Company without the consent of such Holder (such consent not to be unreasonably withheld or delayed), unless and to the extent such disclosure is required by law; provided, that (i) each Holder shall furnish to the Company in writing such information regarding itself and the distribution proposed by it as the Company may reasonably request for use in connection with a Registration Statement or Prospectus and (ii) each Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished to the Company by such Holder or of the occurrence of any event that would cause the Prospectus included in such Registration Statement to contain an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or to omit to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements made therein not misleading in light of the circumstances under which they were made and to furnish to the Company, as promptly as practicable, any additional information required to correct and update the information previously furnished by such Holder such that such Prospectus shall not contain any untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or omit to state a material fact regarding such Holder or the distribution of such Registrable Securities necessary to make the statements therein not misleading in light of the circumstances under which they were made;
(j) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar the Common Stock is then listed or, if the Common Stock is not then listed on any securities issued exchange, use its reasonable best efforts to cause such Registrable Securities to be listed on a national securities exchange selected by the Company are then listedafter consultation with the Holders participating in such registration;
(gk) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(il) make available for inspection during normal business hours by any seller of Registrable SecuritiesHolder participating in the registration, any underwriter participating in any disposition underwritten offering pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such seller Holder or underwriter, all corporate documents, financial and other recordsrecords relating to the Company and its business reasonably requested by such Holder or underwriter, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such sellerHolder, underwriter, attorney, accountant or agent in connection with such registration statementor offering and make senior management of the Company and the Company’s independent accountants available for customary due diligence and drafting sessions; provided, that any Person gaining access to information or personnel of the Company pursuant to this Section 8(l) shall (i) reasonably cooperate with the Company to limit any resulting disruption to the Company’s business and (ii) protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential and of which determination such Person is notified, unless such information (A) is or becomes known to the public without a breach of this Agreement, (B) is or becomes available to such Person on a non-confidential basis from a source other than the Company, (C) is independently developed by such Person, (D) is requested or required by a deposition, interrogatory, request for information or documents by a Governmental Entity, subpoena or similar process or (E) is otherwise required to be disclosed by law;
(m) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its stockholders, as soon as reasonably practicable, an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act or any successor rule thereto) covering the period of at least 12 months beginning with the first day of the Company’s first full fiscal quarter after the effective date of the applicable Registration Statement, which requirement shall be deemed satisfied if the Company timely files complete and accurate information on Forms 10-K, 10-Q and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto;
(n) in the case of an underwritten offering of Registrable Securities, promptly incorporate in a supplement to the Prospectus or a post-effective amendment to the Registration Statement such information as is reasonably requested by the managing underwriter(s) or any Holder participating in such underwritten offering to be included therein, the purchase price for the securities to be paid by the underwriters and any other applicable terms of such underwritten offering, and promptly make all required filings of such supplement or post-effective amendment;
(o) in the case of an underwritten offering of Registrable Securities, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as any Holder participating in such offering or the managing underwriter(s) of such offering reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities;
(p) furnish to each Holder and each underwriter, if any, participating in an offering of Registrable Securities (i) (A) all legal opinions of outside counsel to the Company required to be included in the Registration Statement and (B) a written legal opinion of outside counsel to the Company, dated the closing date of the offering, in form and substance as is customarily given in opinions of outside counsel to the Company to underwriters in underwritten registered offerings; and (ii) (A) obtain all consents of independent public accountants required to be included in the Registration Statement and (B) on the date of the applicable Prospectus, on the effective date of any post-effective amendment to the Registration Statement and at the closing of the offering, dated the respective dates of delivery thereof, a “comfort letter” signed by the Company’s independent public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten registered offerings;
(q) in the case of an underwritten offering of Registrable Securities, make senior management of the Company available, to the extent requested by the managing underwriter(s), to assist in the marketing of the Registrable Securities to be sold in such underwritten offering, including the participation of such members of senior management of the Company in “road show” presentations and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in such underwritten offering, and otherwise facilitate, cooperate with, and participate in such underwritten offering and customary selling efforts related thereto, in each case to the same extent as if the Company were engaged in a primary underwritten registered offering of its Common Stock; provided, that the Company’s obligation to make senior management available for participation in “road show” presentations shall be limited to no more than two (2) underwritten offerings during any 12-month period;
(r) cooperate with the Holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration Statement free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the Holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;
(s) not later than the effective date of such Registration Statement, provide a CUSIP number for all Registrable Securities covered thereby and provide the applicable transfer agent with printed certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System; and
(t) otherwise use its reasonable best efforts to take or cause to be taken all other actions necessary or reasonably advisable to effect the registration, marketing and sale of such Registrable Securities contemplated by this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (RLJ Entertainment, Inc.), Registration Rights Agreement (RLJ Entertainment, Inc.)
Registration Procedures. Whenever the Holder of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreement, the The Company shall will use its best efforts to effect the registration of the resale of such Registrable Securities pursuant to this Agreement in accordance with the intended methods of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare within a reasonable period of time, and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that not less than three days, before filing a registration statement or prospectus Registration Statement, or any amendments amendment or supplements theretosupplement, the Company shall will furnish to the counsel selected by the Holder holders of a majority of such Registrable Securities a copy of such Registration Statement, and will provided such counsel with all correspondence with the SEC regarding the Registration Statement and notice of the Registrable Securities covered by such registration statement copies effectiveness of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)Registration Statement;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to or otherwise keep such Registration Statement effective for the disposition of all securities covered by such registration statement during such period provided for in accordance with Section 2.1, or the intended methods of disposition periods contemplated by the sellers thereof set forth in such registration statementCompany or the Persons requesting any Registration Statement filed pursuant to Section 2.2;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement the Registration Statement (including each preliminary prospectus) ), any documents incorporated by reference therein and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other state securities or blue sky laws as any seller of such jurisdictions as Holder Registrable Securities reasonably requests and do any and all other acts and things which that may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller and to keep each such registration or qualification (or exemption therefrom) effective during the sellers in such jurisdictions (provided period that the Registration Statement is required to be kept effective; provided, however, that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company shall will as soon as possible prepare and furnish to each seller the number of copies reasonably requested by such seller of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be approved for trading on any automated quotation system of a national securities association on which similar securities of the Company are quoted;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable customary representations and warranties by the Company and customary indemnification and contribution provisions to and from the Companyunderwriters) and take all other customary and appropriate actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder); andsuch Registrable Securities;
(i) notify each Designated Holder of any stop order issued or threatened by the SEC or any order 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;
(j) otherwise comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order 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, the Company will use its best efforts to promptly obtain the withdrawal of such order;
(l) if requested by a Designated Holder, use its best efforts to obtain one or more comfort letters, dated the effective date of the Registration Statement (and, if such registration includes an underwritten offering, dated the date of the closing under the underwriting agreement), signed by the Company’s independent public accountants in customary form and covering such matter of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold or any underwriters selected by such holders reasonably request;
(m) provide a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten offering, dated the date of the closing under the underwriting agreement), with respect to the Registration Statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature;
(n) subject to execution and delivery of mutually satisfactory confidentiality agreements, make available at reasonable times for inspection during normal business hours by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to such registration statement the Registration Statement, and any attorney, accountant or other agent retained by any such seller or any managing underwriter, all during normal business hours of the Company at the Company’s corporate office in Phoenix, Arizona and without unreasonable disruption of the Company’s business or unreasonable expense to Company and for the purpose of due diligence with respect to the Registration Statement, legally disclosable, financial and other records, records and pertinent corporate documents and properties of the CompanyCompany and its subsidiaries reasonable requested by such persons, and cause the Company's ’s officers, directors, employees and independent accountants to supply all similar information reasonably requested by any such seller, managing underwriter, attorney, accountant or agent in connection with the Registration Statement, as shall be reasonably necessary to enable them to exercise their due diligence responsibility;
(o) if the Designated Holders become entitled, pursuant to an event described in clauses (ii), (iii) or (iv) of the definition of Registrable Securities, to receive any securities in respect of Registrable Securities that were already included in a Registration Statement, subsequent to the date such Registration Statement is declared effective, and the Company is unable under the securities laws to add such Registrable Securities to the then effective Registration Statement, the Company shall promptly file, in accordance with the procedures set forth herein, an additional Registration Statement with respect to such newly issued Registrable Securities and will use its best efforts to (i) cause any such additional Registration Statement, when filed, to become effective within 60 days of the date that the need to file the Registration Statement arose, and (ii) keep such additional Registration Statement effective during for the period described in Section 2.1(g);
(p) if requested by a Designated Holder, the Company shall (i) as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as a Designated Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon as practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as practicable, supplement or make amendments to any Registration Statement if reasonably requested by a Designated Holder selling any Registrable Securities pursuant to such Registration Statement;
(q) cooperate with each seller of Registrable Securities and each underwriter 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; and
(r) take all other steps reasonably necessary to effect the registration statementof the. Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Main Street Restaurant Group, Inc.), Registration Rights Agreement (Cic MSRG Lp)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered in a Piggyback Registration pursuant to this Agreement, the Company shall Corporation will use its best reasonable efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall Corporation will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission (the "Commission") a registration statement Registration Statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, for such period as may be reasonably necessary to effect the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent sale of such counsel)securities, not to exceed 180 days;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period of not less than 180 days six months and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) furnish to each seller of Registrable Securities and the underwriters of the securities being registered such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement Registration Statement (including each preliminary prospectus) and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerseller or the sale of such securities by such underwriters;
(d) use its best reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided provided, however, that the Company shall Corporation will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company Corporation are then listed;
(gf) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(hg) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder of Registrable Securities being sold Stockholder or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the HolderRegistrable Securities being sold (including, without limitation, effecting a stock split or a combination of shares); and;
(ih) make available for inspection during normal business hours by any each seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement Registration Statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyCorporation, and cause the CompanyCorporation's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statementRegistration Statement, including, without limitation, any earning statement provided pursuant to Section 11(a) of the Securities Act;
(i) notify each seller of such Registrable Securities, promptly after it shall receive notice thereof, of the time when such Registration Statement has become effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; and
(j) notify each seller of such Registrable Securities of any request by the Commission for the amending or supplementing of such Registration Statement or prospectus or for additional information;
(k) prepare and file with the Commission, promptly upon the request of any seller of such Registrable Securities, any amendments or supplements to such Registration Statement or prospectus which, in the opinion of counsel selected by the Stockholder, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Registrable Securities by such seller;
(l) prepare and promptly file with the Commission and promptly notify each seller of such Registrable Securities of the filing of such amendment or supplement to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading;
(m) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
Appears in 2 contracts
Samples: Registration Agreement (Lightfirst Inc), Registration Agreement (Lightfirst Inc)
Registration Procedures. Whenever If and whenever the Holder holders of Registrable Securities has requested request that the offer and sale of any Registrable Securities be registered under the Securities Act pursuant to the provisions of this Agreement, the Company shall use its reasonable best efforts to effect the registration Registration of the resale offer and sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall shall, as soon as practicableapplicable:
(a) prepare and file with the SEC as soon as is reasonably practicable a registration statement with respect to the resale of Registration Statement covering such Registrable Securities and use its reasonable best efforts to cause such registration statement Registration Statement to become be declared effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the and remain effective until all Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)Registration Statement have been sold;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments, post-effective amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of not less than 180 days distribution set forth in such Registration Statement or supplement to the Prospectus and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period Registrable Securities in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such Registration (or counsel designated by the majority-in-interest of the participating holders) copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the underwriters and the holders of Registrable Securities included in such Registration may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such holders. It is understood that the foregoing documents will be subject to the review of such holder or such counsel (it being acknowledged and agreed that if a holder does not object to or comment on the aforementioned documents within such two Business Days then the holder shall be deemed to have consented to and approved the use of such documents);
(d) notify each selling holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed with the SEC;
(e) furnish to each seller selling holder of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(df) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky sky” laws of such jurisdictions as Holder any selling holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided holders; provided, that the Company shall not be required to (i) qualify generally to do business business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 4(f);
(eg) notify each seller selling holder of such Registrable Securities, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which that would cause the prospectus Prospectus included in such registration statement contains Registration Statement to contain an untrue statement of a material fact or omits omit any fact necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such sellerholder, the Company shall prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) make available for inspection during normal business hours by any seller selling holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such seller holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statementRegistration Statement;
(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such Registration;
(j) cause such Registrable Securities to be listed on each securities exchange or automated quotation system on which the Common Stock is then listed;
(k) in connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(l) notify the holders of Registrable Securities promptly of any request by the SEC for the amending or supplementing of such Registration Statement or Prospectus or for additional information;
(m) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and
(n) otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the holders, in connection with such Registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Female Health Co), Merger Agreement (Female Health Co)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that effective; PROVIDED THAT before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 one hundred eighty (180) days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided that seller; PROVIDED THAT the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "national market system security" within the meaning of Rule 11 Aa2-1 promulgated pursuant to the Securities Exchange Act or, failing that, to secure Nasdaq authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder); andsuch Registrable Securities;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 1 l(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its reasonable judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order; and
(m) obtain a comfort letter, addressed to the holders of the Registrable Securities covered by the registration statement, from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ditech Corp), Asset Purchase Agreement (Ditech Corp)
Registration Procedures. Whenever the Holder of Registrable Securities has Offerors have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall Issuer will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicableIssuer will expeditiously:
(a1) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective thereafter (for a period of not less than three months; provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall Issuer will furnish to the counsel selected by the Holder of the Registrable Securities covered by Offerors requesting such registration statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel)counsel before such filing is made, and Issuer will comply with any reasonable request made by such counsel to make changes to the extent such documents do not comply in all material respects with the Securities Act;
(b2) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days three months and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c3) furnish to each seller of Registrable Securities such number of conformed copies of such registration statement, each amendment and supplement theretothereto (in each case including all exhibits), the prospectus included in such registration statement (including each preliminary prospectus) and such other customary documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d4) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall Issuer will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process except as required by the securities or blue sky laws in any such jurisdiction);
(e5) notify each seller of such Registrable Securities, Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which Issuer's becoming aware that the prospectus included in such registration statement statement, as then in effect, contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the written request of any such seller, the Company shall Issuer will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers Purchaser of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(f6) use its best efforts to cause all such Registrable Securities covered by such registration statement to be listed or quoted on each the principal securities exchange or trading system national automated quotation system, if any, on which similar securities issued by the Company Issuer are then listed;listed or quoted.
(g7) provide a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(h8) in the event the offering is an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the independent public accountants for Issuer in customary form and covering such matters of the type customarily covered by such letters;
(9) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder)such Registrable Securities; and
(i10) upon execution and delivery of such customary confidentiality agreements as Issuer shall reasonably request, make available for inspection during normal business hours by any seller of Registrable SecuritiesSecurities covered by such registration statement, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the CompanyIssuer, and cause the CompanyIssuer's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. Issuer will make generally available to the holders of Registrable Securities an earnings statement (which need not be audited) for the twelve months beginning after the effective date of a registration statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy Section 11(a) of the Securities Act. Issuer will, at all times after Issuer has filed a registration statement with the SEC pursuant to the requirements of either the Securities Act or the Exchange Act, file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to be eligible to sell Registrable Securities pursuant to Rule 144 adopted by the SEC under the Securities Act, as such rule may be amended from time to time, or any successor rule or regulation hereafter adopted by the SEC. Upon request, Issuer will deliver to holders of Registrable Securities a written statement as to whether it has complied with such requirements.
Appears in 2 contracts
Samples: Securities Purchase Agreement (East West Communications Inc), Securities Purchase Agreement (Omnipoint Corp \De\)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file promptly (and no later than 45 days after receipt of the initial request) with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)effective;
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 120 days and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 4(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus and/or registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange or the National Association of Securities Dealers (the "NASD") automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a "national market system security" of The Nasdaq Stock Market within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure The Nasdaq Stock Market's authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such the first registration statementstatement relating to Registrable Securities or securities of any class of the Company;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, effecting a unit split, stock split, combination of the Holderunits, combination of shares, recapitalization or reorganization); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company, and cause the Company's officers, directors, employees employees, agents, representatives and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) otherwise use its reasonable 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, use its best efforts promptly to obtain the withdrawal of such order;
(l) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; provided that the Company shall not be required, in connection therewith or as a condition thereto, to qualify to do business or to file a general consent to service of process in any state or jurisdiction;
(m) if the underwriters so request, use its reasonable best efforts to obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters, which letter shall be addressed to the underwriters; and
(n) if the underwriters so request, use its reasonable best efforts to obtain an opinion from the Company's outside counsel in customary form and covering such matters of the type customarily covered by such opinions, which opinion shall be addressed to the underwriters.
Appears in 2 contracts
Samples: Registration Agreement (Coinmach Corp), Registration Agreement (Appliance Warehouse of America Inc)
Registration Procedures. (a) Whenever the Holder of Registrable Securities has requested that Company is obligated to register any Registrable Securities be registered pursuant to in accordance with the terms and conditions of this Agreement, the Company shall will use its best efforts to effect the registration of and to permit the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(ai) prepare and file with the SEC SEC, not later than 60 days after receipt of a request to file a registration statement with respect to the resale of such Registrable Securities Securities, a registration statement with respect to such Registrable Securities, and use its best efforts to cause such registration statement to become effective thereafter (provided effective; provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder holders of a Majority of the Registrable Securities covered by being registered in such registration statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel; each such registration statement will be on a form for which the Company then qualifies, which is available for the sale of the Registrable Securities in accordance with the intended method of disposition thereof and which is reasonably satisfactory to the holders of a Majority of the Registrable Securities being registered (or the managing underwriters in the case of a firm or best efforts underwriting offering);
(bii) notify the Holder each seller of Registrable Securities of any stop order issued by the effectiveness SEC and take all reasonable actions required to prevent the entry of each registration statement filed hereunder and such stop order or to remove it at the earliest possible time if entered;
(iii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days 90 days, or such shorter period as may be required if all Registrable Securities covered by such registration statement are sold prior to the expiration of such 90-day period (except in connection with an underwritten offering, in which case such registration statement shall be kept effective as long as the underwriters reasonably request in the underwriting agreement), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(civ) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(dv) use its best all commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided seller; provided, however, that the Company shall will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 6(a)(v), (iiB) subject itself to taxation in any such jurisdiction or (iiiC) consent to general service of process in any such jurisdiction).
(vi) use all commercially reasonable efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;
(evii) notify each seller of such Registrable Securities, 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 or any document incorporated therein by reference contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading, and, at and prepare and file promptly with the request of any such seller, the Company shall prepare SEC a supplement or amendment to such prospectus or any such document incorporated therein by reference so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(fviii) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(gix) provide a transfer agent and registrar for all Registrable Securities and a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of such registration statement;
(hx) enter into such customary underwriting agreements (containing terms acceptable including an underwriting agreement in customary form with customary lock-up provisions not to the Companyexceed 180 days) and take all such other actions in connection therewith as the Holder holders of a Majority of the Registrable Securities being sold registered or the managing underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder); andsuch Registrable Securities;
(ixi) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(xii) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a Majority of the Registrable Securities being registered or the managing underwriters reasonably request; and
(xiii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but nor more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act.
(b) The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request.
Appears in 2 contracts
Samples: Registration Rights Agreement (SCF Iv Lp), Registration Rights Agreement (Input Output Inc)
Registration Procedures. Whenever the Holder Holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities (in the case of a Demand Registration, no later than forty-five (45) days after the receipt of the request for registra tion) and use its best efforts to cause such registration statement to become effective thereafter (provided as promptly as practicable after filing; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed; provided further, which documents that no such registration statement or prospectus or amendment or supplement thereto shall be subject filed unless the Holders of Registrable Securities to be included in such registration statement and, if the offering is an underwritten offering, counsel to the review and consent underwriters, have had a reasonable opportunity to provide comments thereon; provided further, that the Holders of the Registrable Securities shall have provided their comments promptly follow ing their receipt of such counsel)registration statement or prospectus or amendment or supplement thereto;
(bi) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection connec tion therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days six months and comply with the provisions provi sions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementstatement and (ii) use its best efforts to have such supplements or amendments declared effective, if required, as soon as practicable after filing; provided, that no such amendment or supplement shall be filed unless the Holders of Registrable Securities to be included in such registration statement and, if the offering is an underwritten offering, counsel to the underwriters, have had a reasonable opportunity to provide comments thereon; provided further, that the Holders of the Registrable Securities shall have provided their comments promptly following their receipt of such amendment or supplement;
(c) furnish to each seller of Registrable Securities Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);
(e) promptly notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein therein, in light of the circum stances under which they were made, not misleading, and promptly furnish to each seller of Registrable Securities, without charge, copies of such prospec tus supplement or amended prospectus;
(f) use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or trading automated quotation system on which similar securities of the same class issued by the Company are then listed and, if not so listed, use commercially reasonable efforts to cause such Registrable Securities to be authorized for quotation on the Nasdaq Stock Market or to be listed on a national securities exchange selected by the Company;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable in customary form with customary indemnity and contribution obligations to the Companyunderwriters) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, Company and cause the Company's officers, directorsmembers, advisors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriterunder writer, attorney, accountant or agent in connection with such registration statement;
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months beginning with the first day of the first full calendar quarter of the Company after the effective date of the registration statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(k) permit any Holder of Registrable Securities which holder, in its reasonable judgment, might be deemed to be an underwriter or a control ling person of the Company, to participate in the preparation of such registra tion or comparable statement and to require the insertion therein of material, furnished to the Company, as the case may be, in writing, which in the reasonable judgment of such Holder and its counsel should be included;
(l) promptly notify the selling Holders and the underwriters, if any, of the issuance or threatened issuance of any stop order suspending the effectiveness of a registration statement, or of any order 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 jurisdic tion and use its reasonable best efforts promptly to either obtain the prompt withdrawal of any such order that is issued or prevent the issuance of any such threatened order;
(m) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(n) obtain a "cold comfort" letter from the independent public accountants of the Company in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the underwriters or Holders of a majority of the Registrable Securities being sold reasonably request;
(o) provide an opinion of the Company's counsel in customary form and covering such matters of the type customarily covered by such an opinion as the underwriters or the Holders of a majority of the Registrable Securities being sold reasonably request and dated the date of the closing of the sale of Registrable Securities relating thereto;
(p) to the extent recommended by the underwriters in any under written offering of Registrable Securities, cooperate with the selling Holders and the underwriters for such offering in the marketing of the Registrable Securities, including making its officers available to participate in such "road show" presentations and conference calls as the underwriters may reasonably request and making the Company's accountants, counsel, premises, books and records available for such purpose; and
(q) promptly notify each Holder, and each underwriter (A) when a registration statement or any related prospectus or any amendment or supple ment has been filed, and, with respect to a registration statement or any amendment thereto, when the same has become effective or (B) of any request by the SEC for amendments or supplements to the registration statement or the related prospectus or for additional information. If any such registration or comparable statement refers to any Holder by name or otherwise as the Holder of any securities of the Company, and if, in its sole and exclusive judgment, such Holder is or might be deemed to be a controlling Person of the Company, as the case may be, such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder and presented to the Company in writing, to the effect that the holding by such Holder of such securities 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, as the case may be, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such Holder; provided, that with respect to this clause (ii) such holder shall furnish to the Company, as applicable, an opinion of counsel to such effect, which opinion of counsel shall be reasonably satisfactory to the Company. It shall be a condition precedent to the obligation of the Company to take any action with respect to any Registrable Securities pursuant to this Section 6 that the Holder thereof shall furnish to the Company such information regarding such Holder, the Registrable Securities and any other securities of the Company held by such Holder as the Company shall reasonably request and as shall be required in connection with the action taken by the Company. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(e), such Holder will forthwith discontinue disposition of Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6(e), and, if so directed by the Company such Holder will deliver to the Company (at the Company's expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event that the Company shall give any such notice, the six-month period mentioned in Section 6(b) shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(e) to and including the date when each Holder of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 6(e).
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Affordable Residential Communities Inc)
Registration Procedures. Whenever the Holder Holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts in good faith to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto in furtherance hereof, the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts in good faith to cause such registration statement to become effective thereafter (provided and remain effective; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder Participating Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the each Participating Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities 1933 Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities Participating Holder such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerHolder;
(d) use its best efforts in good faith to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Participating Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions Holder (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable SecuritiesParticipating Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerseller or by its own initiative, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed or admitted to trading on each securities exchange or trading system on which similar securities issued by the Company are then listedlisted or admitted for trading or, if not so listed or admitted for trading, then on at least one securities exchange or quotation system on which securities of companies similar to the Company are then listed or admitted for trading, and, if admitted for trading on the Over the Counter Bulletin Board or BBX, use its best efforts in good faith to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure trading on the NASDAQ "SmallCap" market and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) furnish to each Participating Holder a signed counterpart, addressed to such Participating Holder, of (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in the registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the comfort letter, with respect to events subsequent to the date of the financial statements), as are customarily covered (at the time of such registration) in opinions of issuer's counsel and in comfort letters delivered to the underwriters in underwritten public offerings of securities. If and to the extent that any registration relates to an underwritten public offering, such opinion and comfort letter shall be sufficient if it is in the form acceptable to the managing underwriter thereof.
(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder Participating Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities;
(although j) in the Company has no obligation to secure any underwriting arrangements on behalf event of the Holder); and
(i) make available for inspection during normal business hours by issuance of any seller stop order suspending the effectiveness of Registrable Securitiesa registration statement, or of any underwriter participating order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in any disposition pursuant to such registration statement and for sale in any attorneyjurisdiction, accountant or other agent retained by any the Company shall use its best efforts in good faith promptly to obtain the withdrawal of such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statementorder.
Appears in 2 contracts
Samples: Note Purchase Agreement (Egan Michael S), Note Purchase Agreement (Theglobe Com Inc)
Registration Procedures. Whenever the Holder of Registrable Securities has Offerors have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall Issuer will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicableIssuer will expeditiously:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective thereafter (for a period of not less than three months; provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall Issuer will furnish to the counsel selected by the Holder of the Registrable Securities covered by Offerors requesting such registration statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel)counsel before such filing is made, and Issuer will comply with any reasonable request made by such counsel to make changes to the extent such documents do not comply in all material respects with the Securities Act;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days three months and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of conformed copies of such registration statement, each amendment and supplement theretothereto (in each case including all exhibits), the prospectus included in such registration statement (including each preliminary prospectus) and such other customary documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall Issuer will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process except as required by the securities or blue sky laws in any such jurisdiction);
(e) notify each seller of such Registrable Securities, Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which Issuer's becoming aware that the prospectus included in such registration statement statement, as then in effect, contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the written request of any such seller, the Company shall Issuer will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(f) use its best efforts to cause all such Registrable Securities covered by such registration statement to be listed or quoted on the principal securities exchange or national automated quotation system on which similar securities issued by Issuer are then listed or quoted or, if not then listed or quoted, use its best efforts to cause such Registrable Securities to be listed on each a national securities exchange or trading system quoted on which similar securities issued by the Company are then listeda national automated quotation system;
(g) provide a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(h) in the event the offering is an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the independent public accountants for Issuer in customary form and covering such matters of the type customarily covered by such letters;
(i) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder)such Registrable Securities; and
(ij) upon execution and delivery of such customary confidentiality agreements as Issuer shall reasonably request, make available for inspection during normal business hours by any seller of Registrable SecuritiesSecurities covered by such registration statement, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the CompanyIssuer, and cause the CompanyIssuer's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. Issuer will make generally available to the holders of Registrable Securities an earnings statement (which need not be audited) for the twelve months beginning after the effective date of a registration statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy Section 11(a) of the Securities Act. Issuer will, at all times after Issuer has filed a registration statement with the SEC pursuant to the requirements of either the Securities Act or the Exchange Act, file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to be eligible to sell Registrable Securities pursuant to
(i) Rule 144 adopted by the SEC under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC or (ii) a registration statement on Form S-2 or S-3 or any similar registration form hereafter adopted by the SEC. Upon request, Issuer will deliver to holders of Registrable Securities a written statement as to whether it has complied with such requirements.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Voicestream Wireless Holding Corp), Securities Purchase Agreement (Voicestream Wireless Corp)
Registration Procedures. (a) Whenever the Holder of Registrable Securities has requested that any Registrable Securities are required to be registered pursuant to this Amended and Restated Agreement, the Company shall GDI will use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended methods of disposition thereof, and pursuant thereto the Company shall GDI will as soon expeditiously as practicablepossible:
(ai) prepare and file with the SEC on any form, if not so otherwise provided for, for which GDI qualifies, as soon as practicable after the end of the period within which requests for registration may be given to GDI, a registration statement Registration Statement with respect to the resale offer and sale of such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement Registration Statement to become effective thereafter and remain effective until the completion of the distribution contemplated thereby or the required time period under this Amended and Restated Agreement, whichever is shorter (provided that and before filing a registration statement or prospectus or any amendments or supplements theretosuch Registration Statement, the Company shall GDI will furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by initiating such registration statement Registration Statement copies of all such documents proposed to be filed); provided, however, that GDI may postpone for not more than sixty (60) calendar days the filing or effectiveness of any registration statement required pursuant to this Amended and Restated Agreement other than a Required Registration Statement required to be filed pursuant to Section 1.1 of this Amended and Restated Agreement if the Board of Directors, in its good faith judgment, determines that such registration could reasonably be expected to have a material adverse effect on GDI and its stockholders for any reason including, but not limited to, any proposal or plan by GDI to engage in any acquisition or sale of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction then under consideration (in which documents event, the Designated Holders shall be entitled to withdraw such request, and if such request is withdrawn such registration will not count as a registration statement pursuant to this Amended and Restated Agreement) by delivering written notice to the Designated Holders who requested inclusion of Registrable Securities in such Registration Statement of its determination to postpone such Registration Statement; provided, further, that (i) GDI shall not disclose any information that could be deemed material non-public information to any holder of Registrable Securities included in a Registration Statement that is subject to such postponement, (ii) in no event may GDI postpone a filing requested hereunder more than twice in any twelve (12) month period; provided, that any two postponements must be at least three (3) months apart; provided, further, that GDI shall delay the review effectiveness of any such registration statement if the SEC rules and consent regulations prohibit GDI from declaring a Registration Statement effective because its financial statements are stale at a time when its fiscal year has ended or it has made an acquisition reportable under Item 2 of Form 8-K or any other similar situation until the earliest time in which the SEC would allow GDI to declare a Registration Statement effective (provided that GDI shall use its reasonable best efforts to cure any such counselsituation as soon as possible so that the Registration Statement can be made effective at the earliest possible time);
(bii) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period provided for in the applicable Section above, or if not so provided, for a period of twelve (12) months (for a registration pursuant to Rule 415 of the Securities Act) or, if such Registration Statement relates to an underwritten offering, such period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period as will terminate when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement (but in any event not less than 180 days before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during Registration Statement until such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementRegistration Statement. In the event GDI shall give any notice pursuant to Section 1.5(b), the applicable time period mentioned in this Section 1.6(a)(ii) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 1.5(b) to and including the date when each seller of a Registrable Security covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 1.6(a)(v);
(ciii) furnish to each seller of Registrable Securities Securities, prior to filing a Registration Statement, such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement Registration Statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller and to keep each such registration or qualification (or exemption therefrom) effective during the sellers in such jurisdictions period which the Registration Statement is required to be kept effective (provided provided, that the Company shall GDI will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ev) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event (a "Changing Event") as a result of which which, the prospectus included in such registration statement Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company shall GDI will as soon as possible prepare and furnish to such seller (a "Correction Event") a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(fvi) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company GDI are then listed and, if not so listed, to be listed on The Nasdaq Stock Market or the Nasdaq SmallCap trading system or the Nasdaq OTC Bulletin Board;
(gvii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(hviii) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form with any underwriter, if any is selected by GDI) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation disposition of such Registrable Securities, including causing its officers to secure participate in "road shows" and other information meetings organized by an underwriter, if any, provided that any underwriting arrangements on behalf of the Holder); andunderwriter shall have been selected by GDI;
(iix) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyGDI, and cause the CompanyGDI's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;
(x) before filing a Registration Statement or prospectus or any amendments or supplements thereto, GDI shall provide to counsel selected by the Designated Holders holding a majority of the Registrable Securities being registered in such registration ("Holders' Counsel") and any other Inspector (as defined below) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the SEC, subject to such documents being under GDI's control, and GDI shall notify the Holders' Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC;
(xi) otherwise comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of GDI's first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xii) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order 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, GDI will use its reasonable best efforts promptly to obtain the withdrawal of such order;
(xiii) obtain one or more comfort letters, dated the effective date of such Registration Statement (and, if such registration includes an underwritten offering, dated the date of the closing under the underwriting agreement), signed by GDI's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request;
(xiv) provide a legal opinion of GDI's outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten offering, dated the date of the closing under the underwriting agreement), with respect to the Registration Statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature;
(xv) subject to execution and delivery of mutually satisfactory confidentiality agreements, make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Holders' Counsel and any attorney, accountant or other agent retained by any managing underwriter (each, an "Inspector" and collectively, the "Inspectors"), during normal business hours of GDI at GDI's corporate office in New York, New York and without unreasonable disruption of GDI's business or unreasonable expense to GDI and solely for the purpose of due diligence with respect to the registration statement, non-confidential, legally disclosable, financial and other records and pertinent corporate documents of GDI and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause GDI's and its subsidiaries' officers, directors and employees, and the independent public accountants of GDI, to make available for inspection, at such parties' offices during their respective normal business hours and without unreasonable disruption of their business or unreasonable expense to GDI and solely for the purpose of due diligence with respect to a registration statement covering Registrable Securities pursuant to this Amended and Restated Agreement all information reasonably requested by any such Inspector in connection with such Registration Statement, provided, that, in each instance the Inspectors execute customary confidentiality agreements prepared by GDI pursuant to which such Inspectors agree not to divulge information of a non-public nature and covenant not to act upon such information in any manner in violation of applicable law;
(xvi) subject to execution and delivery of mutually satisfactory confidentiality agreements, keep Holders' Counsel advised as to the initiation and progress of any registration hereunder including, but not limited to, providing Holders' Counsel with all correspondence with the SEC;
(xvii) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; and
(xviii) take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (General Devices Inc), Securities Purchase Agreement (General Devices Inc)
Registration Procedures. Whenever the Holder a holder of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto thereto, the Company shall shall, as soon expeditiously as practicablepossible:
(a) prepare and and, within 60 days after the end of the period within which requests for registration may be given to the Company (provided that the Company shall have an extension for any delay caused solely by any holder of Registrable Securities or his representatives or counsel), file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder for each holder of the Registrable Securities covered by to be included in such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counselcounsel for same);
(b) notify the Holder in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days one year as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) ), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller of Registrable Securities (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 4(d), (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
(e) promptly notify in writing each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the request of any holder of the Registrable Securities covered by such sellerregistration statement, the Company shall promptly prepare and furnish to each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant accountant, or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent in connection with such registration statement and assist and, at the request of any participating underwriter, use reasonable best efforts to cause such officers or directors to participate in presentations to prospective purchasers;
(h) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(i) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other non-foreign governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(j) obtain one or more cold comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold in such registered offering reasonably request (provided that such Registrable Securities constitute at least 30% of the securities covered by such registration statement); and
(k) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.
Appears in 2 contracts
Samples: Registration Rights Agreement (Home Solutions of America Inc), Registration Rights Agreement (Home Solutions of America Inc)
Registration Procedures. In order to participate in a registration by selling Total Registrable Securities in the related offering pursuant to Section 9 or Section 10, a holder of Total Registrable Securities shall be required to enter into, and sell its Total Registrable Securities only pursuant to, the underwriting agreement reasonably acceptable to such holder (which may include, for avoidance of doubt, provisions for indemnification as set forth in Section 14B), and shall take such other actions as may be reasonably necessary to effect such holder’s participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard. Whenever the Holder holders of Total Registrable Securities has have requested that any Total Registrable Securities be registered pursuant to this AgreementSection 9, the Company shall will use its best efforts to effect the registration of and the resale sale of such Total Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablereasonably possible:
(ai) prepare and file with the SEC a registration statement with respect to the resale of such Total Registrable Securities and thereafter use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder holders of a majority of the Total Registrable Securities covered by included in such registration statement copies of all such documents proposed to be filed, which documents filed three (3) Business Days shall be subject to the review and consent of deemed sufficient time for such counselreview);
(bii) notify the Holder each holder of Total Registrable Securities participating in such offering of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective (a) with respect to a Long-Form Registration, until the earlier to occur of sixty (60) days after the initial effectiveness of the registration statement or the completion of the distribution (including any over-allotment option) of the Total Registrable Securities registered under such registration statement or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by Law to be delivered in connection with the sale of such Total Registrable Securities by an underwriter or dealer or such shorter period as will terminate when all of the Total Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition (but in any event not before the expiration of any longer period required under the Securities Act) or (b) with respect to a Short Form Registration, a period of not less more than 180 one hundred eighty (180) days after the initial effectiveness of the registration statement or the completion of the distribution (including any over-allotment option) of the Total Registrable Securities registered under such registration statement or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by Law to be delivered in connection with the sale of Total Registrable Securities by an underwriter or dealer or such shorter period as will terminate when all of the Total Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as all of such Total Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;
(ciii) furnish to each seller of Total Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Total Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Total Registrable Securities under such other securities or blue sky laws Laws of such jurisdictions as Holder any seller reasonably requests and do any and all other reasonable acts and things which may be reasonably are necessary or reasonably advisable to enable such seller to consummate the disposition in such jurisdictions of the Total Registrable Securities owned by the sellers in such jurisdictions seller (provided provided, however, that the Company shall will not be required to (ia) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 12(iv), (iib) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ev) notify each seller of such Total Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company shall will, as soon as reasonably practicable, prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Total Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(fvi) use its best efforts to cause all such Total Registrable Securities to be listed on each a national securities exchange or trading system on which similar securities issued by the Company are then listedmarket;
(gvii) provide a transfer agent and registrar for all such Total Registrable Securities not later than the effective date of such registration statement;
(hviii) with respect to an underwritten offering, enter into such customary agreements (including underwriting agreements (containing terms acceptable to and including, for the Company) avoidance of doubt, provisions for indemnification by the Company as may be requested by the underwriters and take all such other actions as the Holder managing underwriter(s) reasonably request in order to expedite or facilitate the disposition of such Total Registrable Securities being sold (including effecting a stock split or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf a combination of the Holdershares); and;
(iix) make available for inspection with reasonable advance notice during normal business hours for inspection by any seller of Total Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 9(a) of the Securities Act and Rule 158 thereunder;
(xi) permit any holder of such Total Registrable Securities, which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel is required to be included;
(xii) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any such Total Registrable Securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;
(xiii) with respect to underwritten offerings, use its reasonable best efforts to obtain comfort letters, dated the effective date of such registration statement (and the date of the closing), signed by the Company’s independent certified public accountants (and, if necessary, any other certified public accountants of any business acquired by the Company for which financial statements and financial data are required to be included in the registration statement), in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter(s) in such public offering reasonably request; and
(xiv) with respect to underwritten offerings, as reasonably requested by the managing underwriter(s) of the offering, provide a legal opinion of the Company’s outside counsel, dated the date of the closing, with respect to the effective registration statement and the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 12 shall not include publicly disclosing or making publicly available the Station Financials. The Company may require each seller of Total Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.
Appears in 2 contracts
Samples: Investor Rights Agreement (Lbi Media Inc), Investor Rights Agreement (Lbi Media Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement Registration Statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement Registration Statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)effective;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a the period required by the intended method of not less than 180 days disposition, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement Registration Statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 4(d), (ii) subject itself to taxation in any such jurisdiction or jurisdiction, (iii) consent to general service of process in any such jurisdiction, or (iv) qualify such Registrable Securities in a given jurisdiction where expressions of investment interest are not sufficient in such jurisdiction to reasonably justify the expense of qualification in the jurisdiction or where such qualification would require the Company to register as a broker or dealer in such jurisdiction);.
(e) notify each seller of such Registrable Securities, 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 Registration Statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(f) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or on which similar securities issued by the Company are then listed and to be qualified for trading on each system on which similar securities issued by the Company are then listedfrom time to time qualified;
(g) provide a transfer agent in the event of an underwritten public offering, enter into and registrar for all such Registrable Securities not later than perform its obligations under an underwriting agreement, in usual and customary form, with the effective date managing underwriter(s) of such registration statement;offering; and
(h) enter into in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such customary underwriting agreements Registration Statement for sale in any jurisdiction, the Company shall use its reasonable best efforts to promptly obtain the withdrawal of such order. The Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) or (containing terms acceptable h) hereof, such Holder shall forthwith discontinue disposition of shares of Common Stock pursuant to a Piggyback Registration until receipt of the copies of an appropriate supplement or amendment to the Companyprospectus under Section 4(e) as or until the Holder withdrawal of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holdersuch order under Section 4(h); and
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Bingham Financial Services Corp), Registration Rights Agreement (Bingham Financial Services Corp)
Registration Procedures. Whenever the Holder Holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best commercially reasonable efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of distribution thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective, including, without limitation, filing of post-effective thereafter (provided that before filing a amendments and supplements to any registration statement or prospectus or any amendments or supplements thereto, necessary to keep the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)current;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and as expeditiously as reasonably possible, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period and to keep each registration and qualification under this Agreement effective (and in accordance compliance with the intended methods Securities Act) by such actions as may be necessary or appropriate for a period of disposition by one hundred fifty (150) days after the sellers thereof set forth in effective date of such registration statementstatement if such date is less than one year from the date hereof, and for a period of one year from the effective date, if such date is one year or more from the date hereof (unless all securities covered by such registration statement are sooner disposed of), all as requested by such Holder or Holders;
(c) as expeditiously as reasonably possible furnish to each seller of Registrable Securities the Holders such number numbers of copies of such registration statementa prospectus, each amendment and supplement thereto, the prospectus included in such registration statement (including each a preliminary prospectus) , in conformity with the requirements of the Securities Act, and such other documents as such seller they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them in accordance with the plan of distribution provided for in such sellerregistration statement;
(d) as expeditiously as reasonably possible use its best efforts to register or and qualify the securities covered by such Registrable Securities registration statement under such other securities or “blue sky sky” laws of such jurisdictions as Holder reasonably requests and do any and all other acts and things which may shall be reasonably necessary or advisable to enable such seller to consummate appropriate for the disposition distribution of the Registrable Securities owned securities covered by the sellers in such jurisdictions (registration statement, provided that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, subsection (iid) to file a general consent to service of process in any such jurisdiction or subject itself to taxation in any such jurisdiction, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the securities shall be qualified shall require by law or (iii) consent regulation that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling stockholders, then such expenses shall be payable by selling stockholders pro rata, to general service of process in any the extent required by such jurisdiction);
(e) notify each seller Holder of Registrable Securities covered by such Registrable Securitiesregistration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made (provided that upon such notification, andeach Holder agrees not to sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company at the time held by such Holder or any interest or future interest therein until such statement or omission has been corrected, and there shall be added to the period during which the Company is obligated to keep such registration effective the number of days for which such sales or other transfers or dispositions were suspended), and at the request of any such sellerHolder promptly prepare and furnish, the Company shall prepare without charge, to such seller or Holder a reasonable number of copies of a supplement or amendment to such prospectus or an amendment of such registration statement as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(f) cause all such notify the Holders of Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued covered by such registration statement promptly and, if requested, confirm such notice in writing, of the issuance by the Company are then listedSEC of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose and use best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;
(g) provide a transfer agent otherwise use its best efforts to comply with all applicable rules and registrar for all such Registrable Securities regulations of the SEC, and make available to its stockholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months but not later more than eighteen (18) months, beginning with the first full calendar month after the effective date of such registration statement;, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 thereunder; and
(h) enter into such customary underwriting agreements (containing terms acceptable use its best efforts to the Company) as the Holder of list all Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) make available for inspection during normal business hours covered by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and on any attorney, accountant or other agent retained by securities exchange on which any such seller or underwriter, all financial and other records, pertinent corporate documents and properties class of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statementsimilar securities is then listed.
Appears in 2 contracts
Samples: Registration Rights Agreement (Insight Health Services Holdings Corp), Registration Rights Agreement (Insight Health Services Holdings Corp)
Registration Procedures. Whenever If and whenever the Holder holders of Registrable Securities has requested request that the offer and sale of any Registrable Securities be registered under the Securities Act or any Registrable Securities be distributed in a Shelf Takedown pursuant to the provisions of this Agreement, the Company shall use its best efforts to effect the registration of the resale offer and sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicablepracticable and as applicable:
(a) subject to Section 2(a), Section 2(b) and Section 2(c), prepare and file with the SEC Commission a registration statement with respect to the resale of Registration Statement covering such Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become be declared effective;
(b) in the case of a Long-Form Registration or a Short-Form Registration, prepare and file with the Commission such amendments, post-effective thereafter amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;
(provided that c) within a reasonable time before filing a registration statement such Registration Statement, Prospectus or prospectus or any amendments or supplements theretothereto with the Commission, the Company shall furnish to the one counsel selected by the Holder holders of the a majority of such Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review review, comment and consent approval of such counsel);
(bd) notify the Holder each selling holder of Registrable Securities Securities, promptly after the Company receives notice thereof, of the effectiveness time when such Registration Statement has been declared effective or a supplement, including a Shelf Supplement, to any Prospectus forming a part of each registration statement such Registration Statement has been filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementCommission;
(ce) furnish to each seller selling holder of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto, including a Shelf Supplement (in each case including all exhibits and documents incorporated by reference therein), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(df) use its best efforts to register or qualify such Registrable Securities under such other securities or “blue sky sky” laws of such jurisdictions as Holder reasonably any selling holder requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided holders; provided, that the Company shall not be required to (i) qualify generally to do business business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 5(f);
(eg) notify each seller selling holder of such Registrable Securities, at any time when a prospectus Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which that would cause the prospectus Prospectus included in such registration statement contains Registration Statement to contain an untrue statement of a material fact or omits omit any fact necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such sellerholder, the Company shall prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) make available for inspection during normal business hours by any seller selling holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such seller holder or underwriterunderwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the “Records”), and cause the Company's ’s officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such Registration Statement;
(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;
(j) use its best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Class A Common Stock is then listed or, if the Class A Common Stock is not then listed, on a national securities exchange selected by the holders of a majority of such Registrable Securities;
(k) in connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities));
(l) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act or any successor rule thereto) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-K, 10-Q and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto;
(m) furnish to each underwriter, if any, with (i) a written legal opinion of the Company’s outside counsel, dated the closing date of the offering, in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten registered offerings; and (ii) on the date of the applicable Prospectus, on the effective date of any post-effective amendment to the applicable Registration Statement and at the closing of the offering, dated the respective dates of delivery thereof, a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten registered offerings;
(n) without limiting Section 5(f), use its best efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;
(o) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;
(p) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;
(q) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a “controlling person” (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (a “Controlling Person”) of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(r) cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such number of shares of Class A Common Stock and registered in such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule 144; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System (the “DTCDRS”);
(s) not later than the effective date of such Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of the DTCDRS;
(t) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent that any prohibition is applicable to the Company, the Company will take all reasonable action to make any such prohibition inapplicable; and
(u) otherwise use its best efforts to take all other steps necessary to effect the registration statementof such Registrable Securities contemplated hereby.
Appears in 2 contracts
Samples: Stockholders Agreement (P10, Inc.), Stockholders Agreement (P10, Inc.)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company Corporation shall use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company shall Corporation will as soon expeditiously as practicablepossible:
(a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and (within sixty (60) days after the end of the period within which requests for registration may be given to the Corporation) file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to become effective as soon as practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company Corporation shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of either (i) the longer of (x) not less than 180 days six months (subject to extension pursuant to Section 7(b)) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer and (y) the period specified in Section 1(c) for registrations pursuant to Rule 415 under the Securities Act or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) ), each Free-Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company Corporation shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 4(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify in writing each seller of such Registrable SecuritiesSecurities (i) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) promptly after receipt thereof, of any request by the Securities and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information, and (iii) 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 (x) contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made or (y) is otherwise not legally available to support sales of Registrable Securities;
(f) prepare and file promptly with the Securities and Exchange Commission, andand notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the request time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such seller, the Company shall prepare a supplement prospectus or amendment to such any other prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain then in effect would include 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, and, in case any of such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Corporation shall use its best efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;
(fg) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company Corporation are then listed;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into and perform such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold included in such registration or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including participation in “road shows,” investor presentations and marketing events and effecting a share or unit split or a combination of the Holdershares or units); and;
(ij) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant accountant, or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyCorporation, and cause the Company's Corporation’s officers, directors, employees employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent in connection with such registration statement and assist and, at the request of any participating underwriter, use reasonable best efforts to cause such officers or directors to participate in presentations to prospective purchasers;
(k) take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(l) otherwise use its reasonable 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 covering the period of at least 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 shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(m) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or of any order 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 in the event of the issuance of any such stop order or other such order the Corporation shall advise such holders of Registrable Securities of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use its best efforts promptly to obtain the withdrawal of such order;
(n) obtain one or more cold comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), from the Corporation’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities included in such registration reasonably request; and
(o) provide a legal opinion of the Corporation’s outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by such opinions, which opinions shall be addressed to the underwriters. The Corporation may require each seller of Registrable Securities as to which any registration is being effected to furnish the Corporation such information regarding such seller and the distribution of such securities as the Corporation may from time to time reasonably request in writing.
Appears in 2 contracts
Samples: Registration Agreement (Westwood One Inc /De/), Registration Agreement (Gores Radio Holdings, LLC)
Registration Procedures. Whenever Upon the Holder request of at least a majority of the holders of Registrable Securities has requested that any Registrable Securities be registered for the Resale Registration pursuant to this Agreement, the Company AdStar shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company AdStar shall as soon expeditiously as practicablepossible:
(a) 3.1 prepare and file with the SEC a registration statement (it being agreed that AdStar would intend to use Form S-3 or Form S-2, if available) with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company AdStar shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) 3.2 notify the Holder each holder of Registrable Securities of the effectiveness of each such registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement accurate and effective for a until the earlier of (i) the date on which all Registrable Securities have been sold or (ii) all such unsold Registrable Securities may be sold in any single 90-day period of not less than 180 days and comply with the provisions pursuant to Rule 144 of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;Act.
(c) 3.3 furnish to each seller holder of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the such seller;
(d) 3.4 use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided provided, however, that the Company AdStar shall not be required to (ia) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (iib) subject itself to taxation in any such jurisdiction or (iiic) consent to general service of process in any such jurisdiction);
(e) 3.5 notify each seller holder of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company AdStar shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers sellers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) 3.6 cause all such Registrable Securities to be listed on each securities exchange or trading system NASDAQ market on which similar securities issued by the Company AdStar are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) 3.7 make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement Securities and any attorney, accountant or other agent retained by any such seller or underwriterseller, all financial and other records, pertinent corporate documents and properties of the CompanyAdStar, and cause the CompanyAdStar's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, seller or any such attorney, accountant or agent in connection with such registration statement;
3.8 otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of AdStar's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
3.9 upon the request of any holder of Registrable Securities, insert language into the registration statement to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of AdStar's securities covered thereby and that such holding does not imply that such holder shall assist in meeting any future financial requirements of AdStar;
3.10 in the event of the issuance of any stop order suspending the effectiveness of a registration statement or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, AdStar shall use its best efforts promptly to obtain the withdrawal of such order; and
3.11 use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Adstar Com Inc), Registration Rights Agreement (Adstar Com Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities and pursuant thereto in accordance with the intended method of disposition. In this regard, the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such the registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)effective;
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder under this Agreement and prepare and file with the SEC such Commission any amendments and supplements to such the registration statement and the prospectus used in connection therewith as that may be necessary to keep such the registration statement effective for a period of either (i) not less than 180 120 days (subject to extension pursuant to Section 8.2), or if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such the number of copies of such the registration statement, each amendment and supplement theretosupplement, the prospectus included in such the registration statement (including each preliminary prospectus) and such any other documents as such that each seller may reasonably request in order to facilitate the disposition of the seller's Registrable Securities owned by such sellerSecurities;
(d) use its best efforts to register or qualify such the Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such the seller to consummate the disposition in those jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that but the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto to those securities 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein in the prospectus not misleading, ; and, at the request of any such seller, the Company shall prepare a supplement or amendment to such the prospectus so that, as thereafter when delivered to the purchasers of such the Registrable Securities, such prospectus shall the prospectus, as supplemented or amended, does not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein in the prospectus not misleading;
(f) cause all such Registrable Securities to be quoted on the Nasdaq National Market System and listed on each securities any other exchange or trading system on which similar securities issued by the Company Company's shares of Common Stock are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such the registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to in customary form) and take all other actions that holders of a majority of the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder); andRegistrable Securities;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such the registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such the registration statement;
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158; and
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in the registration statement for sale in any jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such order.
Appears in 2 contracts
Samples: Registration Rights Agreement (Us Lec Corp), Registration Rights Agreement (Bain Capital Fund Vi Lp)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the legal counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASDAQ National Market or other automated quotation system;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; and
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
Appears in 2 contracts
Samples: Registration Agreement (Derby Cycle Corp), Registration Agreement (Lyon Investments B V)
Registration Procedures. Whenever the Holder of Registrable Securities has requested that any Registrable Securities be securities are registered pursuant to this Agreement, the Company shall use its best efforts at its expense to effect the registration of and the resale sale of such Registrable Securities securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities securities and use its best efforts to cause such registration statement to become effective thereafter (provided effective; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder Investors holding a majority of the Long-Form Demand Registrable Securities covered by such registration statement, or if none, selected by the Other Stockholders holding a majority of the Registrable Securities covered by such registration statement statement, copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent comment of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days 9 months and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers in such jurisdictions (provided of the securities owned by such seller; provided, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable SecuritiesEquity Interests, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable SecuritiesEquity Interests, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder Investors holding a majority of the Long-Form Demand Registrable Securities being sold covered by such registration statement, or if none, selected by the Other Stockholders holding a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such securities (although including, without limitation, effecting a conversion of the Company has no obligation to secure any underwriting arrangements on behalf a corporation, if applicable, equity split or a combination of the HolderEquity Interests); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securitiessecurities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate company documents and properties of the Company, and cause the Company's ’s officers, directors, managers, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any Equityholder which might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Equityholder should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Equity Interests included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order; and
(m) obtain a cold comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as any Equityholders may reasonably request.
Appears in 1 contract
Registration Procedures. Whenever Subject to Section 1(5), whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered or qualified for distribution by prospectus pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and file a prospectus and obtain a final receipt therefor, and to effect the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof (including the registration or qualification for distribution of Common Shares held by a holder of Registrable Securities requesting registration or qualification as to which the Company has received reasonable assurances that only Registrable Securities will be distributed to the public), and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and (within 60 days after the end of the period within which requests for registration or qualification for distribution by prospectus may be given to the Company) file with the SEC Applicable Agency a registration statement Registration Statement with respect to the resale of such Registrable Securities and thereafter use its best efforts to cause such registration statement Registration Statement to become effective thereafter or to obtain a final receipt therefor from the applicable Canadian Securities Commission (provided that before filing a registration statement or prospectus Registration Statement or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement Registration Statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Applicable Agency such amendments and supplements to such registration statement and the prospectus used in connection therewith Registration Statement as may be necessary to keep such registration statement Registration Statement effective for a period of either (i) not less than 180 days six (6) months (subject to extension pursuant to Section 7(2)) or, if such Registration Statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period as will terminate when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement (but in any event not before the expiration of any longer period required under the Relevant Act), and to comply with the provisions of the Securities Relevant Act with respect to the disposition of all securities covered by such registration statement during Registration Statement until such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementRegistration Statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) , final prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Relevant Act, upon discovery that, or upon the discovery of the happening of any event as a result of which which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company shall will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(f) in the case of a registration in the U.S., use its best efforts to cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, use its best efforts to cause all such Registrable Securities to be listed on The Nasdaq Stock Market or such other U.S. exchange acceptable to a Class C Majority and a Class D Majority and in the case of qualifying a prospectus in any Canadian province, use its best efforts to cause all such Registrable Securities to be listed on The Toronto Stock Exchange;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of, or date of final receipt, for such registration statementRegistration Statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companywith customary provisions) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, effecting a share split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties documents relating to the business of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the Applicable Agency, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy, in the case of a registration statementin the U.S., the provisions of Section 11(a) of the U. S. Securities Act and Rule 158 thereunder;
(k) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or cease trading or suspending the qualification of any securities included in such Registration Statement for sale in any jurisdiction, the Company will use its best efforts promptly to obtain the withdrawal of such order;
(l) obtain one or more comfort letters, addressed to the holders of the Registrable Securities being sold, dated the effective date of or the date of the final receipt issued for such Registration Statement (and, if such registration includes an underwritten public offering dated the date of the closing under the underwriting agreement), signed by the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request; and
(m) provide legal opinions of the Company's outside counsel, addressed to the holders of the Registrable Securities being sold, dated the effective date of or the date of the final receipt issued for such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.
Appears in 1 contract
Samples: Registration Rights Agreement (Ironside Technologies Inc)
Registration Procedures. Whenever In connection with registrations under SECTION 2 hereof, and subject to the Holder of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreementterms and conditions contained therein, the Company Apple shall (a) use its best efforts to effect the registration of the resale of such Registrable Securities and pursuant thereto the Company shall as soon as practicable:
(a) prepare and file with the SEC Commission as soon as reasonably practicable, a registration statement with respect to the resale of such Registrable Securities Common and use its best efforts to cause such registration to promptly become and remain effective for a period of at least 120 days (or such shorter period during which holders shall have sold all Registrable Common which they requested to be registered); PROVIDED, HOWEVER, that such 120-day period shall be extended for a period equal to the period that a Stockholder agrees to refrain from selling any securities included in such registration in accordance with SECTION 7 hereof; (b) prepare and file with the Commission such amendments (including post-effective amendments) to such registration statement and supplements to become effective thereafter (provided that before filing a the related prospectus to appropriately reflect the plan of distribution of the securities registered thereunder until the completion of the distribution contemplated by such registration statement or for so long thereafter as a dealer is required by law to deliver a prospectus or any amendments or supplements thereto, in connection with the Company shall furnish to the counsel selected by the Holder offer and sale of the shares of Registrable Securities Common covered by such registration statement copies of all such documents proposed to be filed, which documents and/or as shall be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to necessary so that neither such registration statement and nor the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers in such jurisdictions (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such related prospectus shall not contain an any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading;
misleading and so that such registration statement and the related prospectus will otherwise comply with applicable legal requirements; (c) provide to any Stockholder requesting to include shares of Registrable Common in such registration statement and a single counsel for all holders of Registrable Common requesting to include shares of Registrable Common in such registration statement, which counsel shall be selected by the holders of a majority of shares of Registrable Common requested to be included in such registration statement and shall be reasonably satisfactory to Apple, an opportunity to review and provide comments with respect to such registration statement (and any post-effective amendment thereto) prior to such registration statement (or post-effective amendment) becoming effective; (d) use its best efforts to register and qualify the Registrable Common covered by such registration statement under applicable securities or "Blue Sky" laws of such jurisdictions as the holders shall reasonably request for the distribution of the Registrable Common; (e) take such other actions as are reasonable and necessary to comply with the requirements of the Securities Act; (f) furnish such number of prospectuses (including preliminary prospectuses) and documents incident thereto as a Stockholder from time to time may reasonably request; (g) provide to any Stockholder requesting to include Registrable Common in such registration statement and any managing underwriter participating in any distribution thereof, and to any attorney, accountant or other agent retained by such Stockholder or managing underwriter, reasonable access to appropriate officers and directors of Apple to ask questions and to obtain information reasonably requested by any such Stockholder, managing underwriter, attorney, accountant or other agent in connection with such registration statement or any amendment thereto; PROVIDED, HOWEVER, that (i) in connection with any such access or request, any such requesting persons shall cooperate to the extent reasonably practicable to minimize any disruption to the operation by Apple of its business and (ii) any records, information or documents shall be kept confidential by such requesting persons, unless (A) such records, information or documents are in the public domain or otherwise publicly available or (B) disclosure of such records, information or documents is required by court or administrative order or by applicable law (including, without limitation, the Securities Act); (h) notify each Stockholder and the managing underwriters participating in the distribution pursuant to such registration statement promptly (i) when Apple is informed that such registration statement or any post-effective amendment to such registration statement becomes effective, (ii) of any request by the Commission for an amendment or any supplement to such registration statement or any related prospectus, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or of any order preventing or suspending the use of any related prospectus or the initiation or threat of any proceeding for that purpose, (iv) of the suspension of the qualification of any shares of Registrable Common included in such registration statement for sale in any jurisdiction or the initiation or threat of a proceeding for that purpose, (v) of any determination by Apple that any event has occurred which makes untrue any statement of a material fact made in such registration statement or any related prospectus or which requires the making of a change in such registration statement or any related prospectus in order that the same will not contain 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 and (vi) of the completion of the distribution contemplated by such registration statement if it relates to an offering by Apple; (i) in the event of the issuance of any stop order suspending the effectiveness of such registration statement or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any shares of Registrable Common included in such registration statement for sale in any jurisdiction, use its best efforts to obtain its withdrawal; (j) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than fifteen months after the effective date of such registration statement, an earnings statement covering the period of at least twelve months beginning with the first full fiscal quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (k) use reasonable diligence to cause all shares of Registrable Common included in such Registrable Securities registration statement to be listed on each any securities exchange or trading system (including, for this purpose, the Nasdaq National Market) on which similar securities issued the Common Stock is then listed at the initiation of Apple; (l) use reasonable diligence to obtain an opinion from legal counsel (which may include the General Counsel of Apple) in customary form and covering such matters of the type customarily covered by opinions as the Company are then listed;
underwriters, if any, may reasonably request; (gm) provide a transfer agent and registrar for all such Registrable Securities Common not later than the effective date of such registration statement;
; (hn) enter into such customary underwriting agreements (containing terms acceptable to the Companyincluding an underwriting agreement in customary form) as the Holder of Registrable Securities being sold or the underwriters, if any, may reasonably requests request in order to expedite or facilitate the disposition of such shares of Registrable Common; and (although the Company has no obligation o) use reasonable diligence to secure any underwriting arrangements on behalf obtain a "comfort letter" from Apple's independent public accountants in customary form and covering such matters of the Holder); and
(i) make available for inspection during normal business hours type customarily covered by comfort letters as the underwriters, if any, may reasonably request. As used in this SECTION 3 and elsewhere herein, the term "underwriters" does not include any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statementStockholder.
Appears in 1 contract
Samples: Registration Rights Agreement (Apple Orthodontix Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has Shares have requested that any Registrable Securities Shares be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities Shares in accordance with the intended method of disposition thereof and pursuant thereto the Company shall will, as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Section a registration statement with respect to the resale of such Registrable Securities Shares and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish will furnish, at least 10 days prior to filing, to the counsel selected by the Holder holders of a majority of the Registrable Securities Shares covered by such registration statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent approval of such counsel, which shall not be unreasonably withheld);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Section such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days one year and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities Shares such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities Shares owned by the sellers such seller in such jurisdictions (provided jurisdictions; provided, that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 3(d), (ii) subject itself to income taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable SecuritiesShares, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities Shares to be listed or quoted on each securities exchange or trading automated quotation system on which similar securities issued by the Company are then listedlisted or quoted;
(g) provide appoint a transfer agent and registrar for all such Registrable Securities Shares not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities Shares being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder); andsuch Registrable Shares;
(i) if the offering is underwritten, at the request of any seller of Registrable Shares the Company will use its best efforts to furnish on the date that Registrable Shares are delivered to the underwriters for sale pursuant to such registration an opinion of counsel representing the Company for the purposes of such registration, dated such date addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (i) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (ii) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements contained therein) and (iii) to such other effect as reasonably may be requested by counsel for the underwriters or by such seller or its counsel.
(j) make available for inspection during normal business hours by any seller of Registrable SecuritiesShares, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; and
(k) use its best efforts to cause the Registrable Shares covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Aspect Resources LLC)
Registration Procedures. Whenever the Holder of Registrable Securities has requested that In connection with any Registrable Securities be registered pursuant to this AgreementShelf ----------------------- Registration Statement, the Company shall use its best efforts to effect the registration of the resale of such Registrable Securities and pursuant thereto the Company shall as soon as practicableMtel shall:
(a) prepare and file with the SEC a registration statement Shelf Registration Statement with respect to Registrable Securities of the resale of such Registrable Purchaser and, if applicable, Mtel Shelf Securities and use its reasonable best efforts to cause such registration Shelf Registration statement to become be declared and remain effective thereafter (as provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)herein;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Shelf Registration Statement effective for a period of not less than 180 days and current and to comply with the provisions of the Securities Act with respect to the disposition of all securities shares covered by such registration statement during Shelf Registration Statement, including such period in accordance with amendments and supplements as may be necessary to reflect the intended methods method of disposition by from time to time of the prospective seller or sellers thereof set forth in of such registration statementRegistrable Securities;
(c) furnish to each seller of Registrable Securities the Purchaser such number of copies of such registration statementa prospectus, each amendment and supplement theretoin conformity with the requirements of the Securities Act, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register public sale or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers Purchaser;
(d) use its reasonable best efforts to register or qualify the shares of Registrable Securities covered by such Shelf Registration Statement under such other securities or blue sky or other applicable laws of such jurisdiction within the United States as the Purchaser shall reasonably request, to enable the Purchaser to consummate the public sale or other disposition in such jurisdictions (provided of the shares of Registrable Securities owned by the Purchaser; provided, however, that the Company in no event shall not Mtel be required obligated to (i) qualify generally to do -------- ------- business in any jurisdiction where it is not at the time so qualified or to take any action that would not otherwise be required subject it to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in suits other than those arising out of the offer or sale of the Registrable Securities covered by such Registration Statement in any such jurisdiction);jurisdiction where it is not at the time so subject; and
(e) notify each seller of such Registrable Securitiesfurnish to the Purchaser a signed counterpart, at any time when a prospectus relating thereto is required addressed to be delivered under the Securities ActPurchaser, of the happening (i) an opinion of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingcounsel for Mtel, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than dated the effective date of such registration statement;
the Shelf Registration Statement, and (hii) enter into such customary underwriting agreements a comfort letter (containing terms acceptable or, if the Purchaser does not satisfy the conditions for receipt of a "comfort" letter specified in Statement on Auditing Standards No. 72, an "agreed upon procedures" letter) signed by the independent auditors who have certified the financial statements of Mtel that are included in the Shelf Registration Statement, covering substantially the same matters with respect to the CompanyShelf Registration Statement (and the prospectus included therein) as and (in the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf case of the Holder); and
(i"comfort" or "agreed upon procedures" letter) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant with respect to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties events subsequent to the date of the Companyfinancial statements, as are customarily covered (at the time of such Registration) in opinions of issuer's counsel and cause in comfort letters delivered to the Company's officersunderwriters in underwritten public offerings of securities (with, directorsin the case of an "agreed upon procedures" letter, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant modifications or agent in connection with such registration statementdeletions as may be required under Statement on Auditing Standards No. 35).
Appears in 1 contract
Registration Procedures. Whenever the Holder Holders of Registrable Securities has Shares have requested that any Registrable Securities Shares be registered pursuant to the terms of this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities Shares in accordance with the terms hereof and the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicableis practicable in connection with such an offering:
(a) prepare and file with the SEC Commission, on any registration form for which the Company then qualifies and which the Company deems appropriate, a registration statement with respect to the resale of such Registrable Securities Shares and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by as soon as practicable after such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)filing;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as the Registrable Shares registered thereunder have been disposed of in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; PROVIDED, HOWEVER, except as required by the Securities Act and the rules and regulations promulgated thereunder, and except pursuant to Shelf Registrations under Section 2 hereunder, the Company shall not be obligated to keep any registration statement effective for a period in excess of 45 days;
(c) furnish to each seller of such Registrable Securities Shares and the underwriters of the securities being registered such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such sellerseller or the sale of such securities by such underwriters;
(d) use its best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable desirable to enable such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities Shares owned by the sellers in such jurisdictions (provided seller; PROVIDED, HOWEVER, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would is not otherwise be required to qualify but for this subparagraphthen so qualified, (ii) subject itself to taxation in any such jurisdiction or jurisdiction, (iii) consent to general service of process in any such jurisdiction), or (iv) provide any undertaking required by such other securities or "blue sky" laws or make any change in its charter or by-laws that the board of directors of the Company determines in good faith to be contrary to the best interest of the Company and its stockholders;
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities Shares to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed, provided that all applicable listing requirements are satisfied;
(gf) provide a transfer agent and registrar for all such Registrable Securities Shares not later than the effective date of such registration statement;
(hg) enter into such customary underwriting agreements (containing terms acceptable including underwriting agreements) and take all such other actions as are reasonably required in order to expedite or facilitate the Company) as disposition of such Registrable Shares in accordance with the Holder Holders' intended methods of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); anddisposition;
(ih) make available for inspection during normal business hours by any seller of such Registrable SecuritiesShares, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained designated by any such seller or underwriterunderwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the CompanyCompany (collectively, the "Records") as shall be reasonably necessary to exercise their due diligence responsibilities, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statement (other than those documents subject to the attorney/client or attorney work product privileges). Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless the contents of such Records become publicly available or the release of such Records is ordered pursuant to a subpoena or other order from a court or governmental agency of competent jurisdiction or required pursuant to applicable state or federal law. Each seller of Registrable Shares agrees that it will, upon learning that disclosure of such Records are sought by a court or governmental agency, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(i) notify each seller of such Registrable Shares, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(j) notify each seller of such Registrable Shares of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;
(k) prepare and promptly file with the Commission and promptly notify each seller of such Registrable Shares of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading;
(l) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(m) prior to the filing of any registration statement or prospectus or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to each seller of such Registrable Shares and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected b the Holders of a majority of the Registrable Shares being registered shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an amendment or supplement, in the opinion of counsel for the Company the filing of such amendment or supplement is reasonably necessary to protect the Company from any liabilities under any applicable federal or state law and such filing will not violate applicable laws; and
(n) at the request of the managing underwriter or underwriters in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement: (i) an opinion of counsel, addressed to the underwriters, covering such customary matters as such underwriters may reasonably request; and (ii) a letter or letters from the independent certified public accountants of the Company addressed to the underwriters, covering such customary matters as such underwriters may reasonably request. Each Holder of Registrable Shares agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (k) of this Section 6, such Holder shall forthwith discontinue disposition of Registrable Shares pursuant to the registration statement covering such Registrable Shares until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (k) of this Section 6 and, if so directed by the Company, such Holder shall deliver to the Company (at the Company's expense) all copies of the prospectus covering such Registrable Shares current at the time of receipt of such notice.
Appears in 1 contract
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that effective; PROVIDED THAT before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided that seller; PROVIDED THAT the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);,
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;,
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11 Aa2-1 promulgated pursuant to the Securities Exchange Act or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11 (a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its reasonable judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; and
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for
Appears in 1 contract
Samples: Registration Rights Agreement (MCK Communications Inc)
Registration Procedures. (a) Whenever the Holder of Registrable Securities has Holders have requested that any Registrable Securities be registered pursuant to this AgreementSECTION 2 or SECTION 3, the Company shall will use its reasonable best efforts to effect the registration of and permit the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(ai) prepare and file with the SEC Commission a registration statement on the appropriate form with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective thereafter (provided provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject filed to the review and consent any Holder of Registrable Securities covered by such counselregistration statement);
(bii) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days the period set forth in such section or such shorter period which will terminate when Registrable Securities covered by such registration statement have been sold (but not before the expiration of the applicable prospectus delivery period) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including including, without limitation, each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(div) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) or subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionjurisdiction where it is otherwise not then so subject);
(ev) notify each seller of such Registrable Securities, 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 which requires the making of which any change in the prospectus included in such registration statement contains so that such document will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, that such prospectus shall 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;
(fvi) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or trading exchanges, automated quotation system on or over-the-counter market upon which similar securities issued by of the Company of the same class are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hvii) enter into such customary agreements (including, without limitation, underwriting agreements (containing terms acceptable to the Companyin customary form, substance, and scope) and take all such other actions as the Holder Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities;
(although viii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders an earnings statement no later than 90 days after the end of the 12 month period beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(ix) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the disqualification of any common stock included in such registration statement for sale in any jurisdiction, the Company has no obligation will use its reasonable best efforts promptly to secure any underwriting arrangements on behalf obtain the withdrawal of the Holder)such order; and
(x) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Sellers thereof to consummate the disposition of such Registrable Securities.
(b) Each Holder of Registrable Securities agrees with the Company as follows:
(i) make available for inspection during normal business hours upon receipt of any notice from the Company of the happening of any event of the kind described in SECTION 4(A)(V), the Holders of Registrable Securities will forthwith discontinue disposition of any Registrable Securities until the Holders of Registrable Securities receive copies of the supplemented or amended prospectus contemplated by SECTION 4(A)(V), or until they are advised in writing by the Company that the use of the applicable prospectus may be resumed, and they have received copies of any seller additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus (it being the agreement of the parties hereto, however, that the obligation of the Company with respect to maintaining the subject registration statement current and effective shall be extended by a period of days equal to the period the Holders of Registrable Securities are required by this SECTION 4(B)(I) to discontinue disposition of such Registrable Securities);
(ii) furnish to the Company such information regarding such Holder, the Registrable Securities held by such Holder and the intended method of disposition thereof as the Company shall reasonably request and as shall be reasonably required in connection with the preparation of the applicable registration statement and other actions taken by the Company under this Agreement, and it shall be a condition precedent to the obligation of the Company to take any action pursuant to this Agreement in respect of the Registrable Securities that such information has been furnished to the Company by the Holders of Registrable Securities; and
(iii) if any Registrable Securities are being registered in any registration pursuant to this Agreement, such Holder thereof will comply with all anti-stabilization, manipulation and similar provisions of Section 10 of the Exchange Act, as amended, and any rules promulgated thereunder by the Commission and, at the request of the Company, will execute and deliver to the Company and to any underwriter participating in any disposition pursuant such offering, an appropriate agreement to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statementeffect.
Appears in 1 contract
Registration Procedures. Whenever the Holder of Registrable Securities has requested Purchaser requests that any Registrable Securities be registered pursuant to this AgreementSection 6.02, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(ai) prepare and file with the SEC a registration statement on any appropriate form for which the Company qualifies with respect to the resale of such Registrable Securities and use its best all reasonable efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will (i) furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement Purchaser copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel, and (ii) notify the Purchaser of any stop order issued or threatened by the SEC);
(bii) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be reasonably necessary to keep such registration statement effective for a the requisite 180-day period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers Purchaser thereof set forth in such registration statement;
(ciii) furnish to each seller of Registrable Securities the Purchaser such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Securities owned sought to be sold by such sellerthe Purchaser;
(div) use its best all reasonable efforts to register or qualify such Registrable Securities under such other the securities or blue sky laws of such jurisdictions as Holder the Purchaser reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller the Purchaser to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions Purchaser (provided PROVIDED that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 6.02(iv), (ii) subject itself to taxation in any such jurisdiction or (iii) consent take any action that would subject it to general service of process in any such jurisdiction);
(ev) notify each seller of such Registrable Securitiesthe Purchaser, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerthe Purchaser, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. Upon receipt of any notice pursuant to this Section 6.02(v), the Purchaser shall suspend all offers and sales of securities of the Company and all use of any prospectus until advised by the Company that offers and sales may resume;
(fvi) cause all such Registrable Securities to be listed on each securities exchange or trading system exchange, if any, on which similar securities issued by the Company are then listed;
(gvii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hviii) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder of Registrable Securities being sold Purchaser or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder); andsuch Registrable Securities;
(iix) make available for inspection during normal business hours by any seller a representative of Registrable Securitiesthe Purchaser, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller the Purchaser or underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such sellerthe Purchaser, underwriter, attorney, accountant or agent in connection with such registration statement;
(x) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any shares of Common Stock included in such registration statement for sale in any jurisdiction, use all reasonable efforts promptly to obtain the withdrawal of such order; and
(xii) if the registration is an underwritten offering, use all reasonable efforts to obtain a so-called "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ribozyme Pharmaceuticals Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has Stockholder Shares have requested that any Registrable Securities Stockholder Shares be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities Stockholder Shares in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(ai) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities Stockholder Shares and use its reasonable best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities Stockholder Shares covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment before filing of such counsel);
(bii) notify the Holder each holder of Registrable Securities Stockholder Shares of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) furnish to each seller of Registrable Securities Stockholder Shares such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities Stockholder Shares owned by such seller;
(div) use its reasonable best efforts to register or qualify such Registrable Securities Stockholder Shares under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers in such jurisdictions of the Stockholder Shares owned by such seller (provided that the Company shall not be required to (ix) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (iiy) subject itself to taxation in any such jurisdiction or (iiiz) consent to general service of process in any such jurisdiction);
(ev) notify each seller of such Registrable SecuritiesStockholder Shares, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable SecuritiesStockholder Shares, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(fvi) cause all such Registrable Securities Stockholder Shares to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system;
(gvii) provide a transfer agent and registrar for all such Registrable Securities Stockholder Shares not later than the effective date of such registration statement;
(hviii) enter into such customary agreements (including underwriting agreements (containing terms acceptable to in customary form) approved by the Company) holders of a majority of the Stockholder Shares and take all such other actions as the Holder holders of Registrable Securities a majority of the Stockholder Shares being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Stockholder Shares (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(iix) make available for inspection during normal business hours by any seller of Registrable SecuritiesStockholder Shares, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(x) otherwise use its reasonable 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) use its reasonable best efforts to cause such Stockholder Shares covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Stockholder Shares; and
(xii) cause representatives of the Company to participate in any "road show" or "road shows" reasonably requested by any underwriter.
Appears in 1 contract
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits to state any fact necessary to make the statements therein not misleading, and, at the request of any such seller, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directorsrepresentatives, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) otherwise use its reasonable 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 which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
(m) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request; and
(n) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of the Registrable Securities. The Company may require each seller of Registrable Securities to promptly furnish in writing to the Company such information regarding the distribution of such Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. Each such seller agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) hereof, such seller will forthwith discontinue disposition of such Registrable Securities pursuant to the registration statement covering such Registrable Securities until such seller's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(e) hereof, and, if so directed by the Company, such seller will deliver to the Company all copies, other than any permanent file copies then in such seller's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 4(b) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 4(e) hereof to the date when the Company shall make available to such seller a prospectus supplemented or amended to conform with the requirements of Section 4(e) hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Merisant Worldwide, Inc.)
Registration Procedures. Whenever the Holder holders of Registrable ----------------------- Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the National Association of Securities Dealers ("NASD") automated quotation system and, if listed on the ---- NASD automated quotation system ("NASDAQ"), use its best efforts to secure ------ designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(1) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;
Appears in 1 contract
Samples: Registration Rights Agreement (Advantage Payroll Services Inc)
Registration Procedures. Whenever the Holder of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreement, the The Company shall use its best efforts to effect and maintain the effectiveness of such registration pursuant to Section 2.1 hereof, to permit the sale of the Registrable Securities in accordance with the intended method or methods of disposition thereof, subject to the Company's right to withdraw the registration of the resale of such Registrable Securities statement or terminate any proposed offering as it may determine in its sole discretion, and pursuant thereto (and subject to such right) the Company shall as soon as practicableshall:
(a) prepare Prepare and file with the SEC Commission a registration statement with respect to the resale of such Registrable Securities securities, including executing an undertaking to file post-effective amendments and use its best efforts to cause such registration statement to become and remain effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, for the Company shall furnish to the counsel selected by the Holder period of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)distribution contemplated thereby;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare Prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period until the completion of not less than 180 days the offering specified therein and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the sellers' intended methods method of disposition by the sellers thereof set forth in such registration statement until completion of the offering;
(c) Furnish to each seller of Registrable Securities and to each underwriter such number of conformed copies of the registration statement and each such amendment and supplement thereto (in each case including all exhibits and documents filed therewith) and the prospectus included therein (including each preliminary and summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act in conformity with the requirements of the Securities Act as such Persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use Use its best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other the securities or "blue sky sky" laws of such jurisdictions as Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition sellers of the Registrable Securities owned by or, in the sellers in such jurisdictions (provided case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to (i) qualify generally to do transact business as a foreign corporation in any jurisdiction where it would is not otherwise be required so qualified or to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process or submit to taxation in any such jurisdiction), unless the Company is already subject to service or subject to taxation in such jurisdiction;
(e) Use its best efforts to list the Registrable Securities covered by such registration statement on any securities exchange or quotation system on which the equity securities of the Company are then listed;
(f) Immediately notify each seller of Registrable Securities and each underwriter under such Registrable Securitiesregistration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus included contained in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits any to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing, and, at the request of any such seller, the Company shall and promptly prepare a supplement or amendment and furnish to such seller a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by misleading in light of the Company are circumstances then listedexisting;
(g) provide a transfer agent and registrar for all such Notify each seller of Registrable Securities not later than covered by such registration statement (i) when the prospectus or any prospectus supplement or post-effective date amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission for amendments or supplements to such registration statement or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statementstatement or the initiation of any proceeding for that purpose and (iv) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or of the institution of any proceeding for any of such purposes;
(h) enter into Use its reasonable efforts to take all other steps necessary to effect the registration of such customary underwriting agreements (containing terms acceptable to Registrable Securities contemplated hereby. For purposes of this Agreement, the Company) as the Holder period of distribution of Registrable Securities being sold or in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the underwritersdistribution of all securities purchased by it, if any, reasonably requests (although and the Company has no obligation period of distribution of Registrable Securities in any other registration shall be deemed to secure any underwriting arrangements on behalf extend until the earlier of the Holder); and
(i) make available for inspection during normal business hours by any seller sale of all Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant Securities covered thereby or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of 180 days after the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statementeffective date thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Dov Pharmaceutical Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of distribution thereof and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(ai) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided effective; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel);
(bii) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 one hundred twenty days (120) in the event of an offering to be made pursuant to Rule 415 under the Securities Act (or such lesser time as necessary to permit the holders to complete the distribution described in such registration statement), and comply with the provisions of the Securities Act with respect to the disposition of all securities Securities covered by such registration statement during such period in accordance with the intended methods of disposition distribution by the sellers thereof set forth in such registration statement;
(ciii) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other the securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided seller, provided, that the Company shall will not be required to (i) to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) to subject itself to taxation in any such jurisdiction or (iii) to consent to general service of process in any such jurisdiction);
(ev) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers Investors of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;; provided, however, the Company shall not be obligated to prepare and furnish any such prospectus supplements or amendments relating to any material nonpublic information during any time period not to exceed one hundred twenty (120) days (such time period, the "Black-Out Period") during which the Board of Directors of the Company has determined that, for good business reasons, the disclosure of such material nonpublic information during such Black-Out Period is contrary to the best interests of the Company in the circumstances and is not otherwise required under applicable law (including applicable securities laws), in which event the Company shall advise each holder of Registerable Securities covered by such registration statement that such prospectus requires updating and, accordingly, should not be used pending further amendment, and promptly following the expiration of such Black-Out Period, the Company shall comply with the provisions of this paragraph 4(v).
(fvi) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities Securities issued by the Company are then listedlisted and to be qualified for trading on each system on which similar Securities issued by the Company are from time to time qualified;
(gvii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementstatement and thereafter maintain such a transfer agent and registrar;
(hviii) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the shares of Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder); andsuch Registrable Securities;
(iix) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(x) 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 covering the period of at least twelve (12) months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xi) permit any holder of Registrable Securities which might be deemed, in the sole and exclusive judgment of such holder, to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(xii) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order; and
(xiii) furnish to each Investor a copy, or upon request, a signed counterpart, addressed to such Investor (and the underwriters, if any) of (a) an opinion of counsel for the Company, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of closing under the underwriting agreement), and (b) a "comfort" letter, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have audited the Company's financial statements included in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants letters delivered to the underwriters in underwritten public offerings of securities and such other matters as such seller may reasonably request. If any such registration or comparable statement refers to any holder by name or otherwise as holder of any Securities of the Company and if, in its sole and exclusive judgment, such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (a) the inclusion in such registration statement of language, in form and substance satisfactory to such holder, to the effect that the holding of such Securities 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 (b) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder; provided, that with respect to this clause (b), such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to effect a Demand Registration (i) within ninety (90) days preceding the anticipated effective date of a public offering of the Common Stock that has been approved by the Board of Directors at the time of the Registration Request; (ii) within one hundred twenty (120) days of any registration of the Common Stock under the Securities Act in which the holders of the Registrable Securities had a right to participate pursuant to this Agreement; or (iii) if the Board of Directors reasonably determines in good faith that filing a registration statement would require the Company to disclose material nonpublic information, which if disclosed would be contrary to the best interests of the Company for good business reasons, and which is not required by law to be disclosed, provided that the Company may only delay the filing of a registration statement pursuant to this clause (iii) once per calendar year for a period not to exceed one hundred twenty (120) days.
Appears in 1 contract
Samples: Registration Rights Agreement (Alterra Healthcare Corp)
Registration Procedures. Whenever the Holder holders of Registrable a majority of the Manager Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company applicable Registrant shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto thereto, the Company applicable Registrant shall as soon expeditiously as reasonably practicable:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company Registrant shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Manager Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of such Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 one hundred eighty (180) days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities of such Registrant such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company Registrant shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company Registrant shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company Registrant are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of shares, and including cooperating in reasonable marketing efforts, including participation by senior executives of the HolderRegistrant in any "roadshow" or similar meeting with potential investors); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, Registrant and cause the Company's officers, directors, employees and independent accountants of the Registrant to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter of the Registrant after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and
(k) permit any holder of such Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Registrant, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Registrant in writing, which in the reasonable judgment of such holder and its counsel should be included; and
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Registrant shall use its reasonable best efforts promptly to obtain the withdrawal of such order.
(m) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(n) if such offering is an underwritten offering, obtain (and address to the underwriters and the holders of Registrable Securities who sell shares in the offering) a cold comfort letter from the independent public accountants of the Registrant in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request;
(o) provide (and address to the underwriters and the holders of Registrable Securities who sell shares in the offering) a legal opinion of the outside counsel of the Registrant, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.
Appears in 1 contract
Samples: Registration Rights Agreement (GT Solar International, Inc.)
Registration Procedures. Whenever the Holder of Registrable Securities has requested that any Registrable Securities are required to be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective thereafter as promptly as practicable after such filing (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a the period of not less than 180 days time set forth in paragraph 1, as applicable, and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other the securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the existence of facts or the happening of any event (without necessarily identifying such facts or event to such sellers) as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed or quoted for trading on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, underwriters reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure disposition of such Registrable Securities in any underwriting arrangements on behalf underwritten offering of the Holder); andRegistrable Securities;
(i) make available for reasonable inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all such financial and other records, pertinent corporate documents and properties of the CompanyCompany as are customarily made available to such persons on a confidential basis by the issuer in connection with a registered public offering of securities similar to the Registrable Securities, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; and
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
Appears in 1 contract
Registration Procedures. Whenever the Holder of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreement, the The Company shall use its best efforts to effect the registration effectiveness of the resale Registration Statement and maintain the effectiveness of such registration pursuant to Section 2.1 hereof, to permit the sale of the Registrable Securities in accordance with the intended method or methods of disposition thereof, subject to the Company's right to withdraw the registration statement or terminate any proposed offering as it may determine in its sole discretion, and pursuant thereto (and subject to such right) the Company shall as soon as practicableshall:
(a) prepare Prepare and file with the SEC Commission a registration statement with respect to the resale of such Registrable Securities securities, including executing an undertaking to file post-effective amendments and use its best efforts to cause such registration statement to become and remain effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, for the Company shall furnish to the counsel selected by the Holder period of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)distribution contemplated thereby;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare Prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period until the completion of not less than 180 days the offering specified therein and comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such registration statement during such period in accordance with the sellers' intended methods method of disposition by the sellers thereof set forth in such registration statement until completion of the offering;
(c) Furnish to each seller of Registrable Securities and to each underwriter such number of conformed copies of the registration statement and each such amendment and supplement thereto (in each case including all exhibits and documents filed therewith) and the prospectus included therein (including each preliminary and summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act in conformity with the requirements of the Securities Act as such Persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use Use its best efforts to register or qualify such the Registrable Securities covered by such registration statement under such other the securities or "blue sky sky" laws of such jurisdictions as Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition sellers of the Registrable Securities owned by the sellers in such jurisdictions (provided that the Company shall not for any such purpose be required to (i) qualify generally to do transact business as a foreign corporation in any jurisdiction where it would is not otherwise be required so qualified or to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process or submit to taxation in any such jurisdiction), unless the Company is already subject to service or subject to taxation in such jurisdiction;
(e) Use its best efforts to list the Registrable Securities covered by such registration statement on any securities exchange or quotation system on which the equity securities of the Company are then listed;
(f) Immediately notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus included contained in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits any to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing, and, at the request of any such seller, the Company shall and promptly prepare a supplement or amendment and furnish to such seller a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by misleading in light of the Company are circumstances then listedexisting;
(g) provide a transfer agent and registrar for all such Notify each seller of Registrable Securities not later than covered by such registration statement (i) when the prospectus or any prospectus supplement or post-effective date amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission for amendments or supplements to such registration statement or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statementstatement or the initiation of any proceeding for that purpose and (iv) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or of the institution of any proceeding for any of such purposes;
(h) enter into Use its reasonable efforts to take all other steps necessary to effect the registration of such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); andcontemplated hereby.
(i) make available for inspection during normal business hours by any Immediately notify each seller of Registrable Securities, Security at any underwriter participating in any disposition pursuant time when the Company becomes eligible to such file a registration statement on form S-3 and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of shall consult with the Company, and cause Investor to determine whether to file an amendment to the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statementRegistration Statement on form S-3.
Appears in 1 contract
Samples: Registration Rights Agreement (Dov Pharmaceutical Inc)
Registration Procedures. Whenever the Holder of Registrable Securities has Offerors have ----------------------- requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall Issuer will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicableIssuer will expeditiously:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective thereafter (for a period of not less than three months; provided that before filing a registration statement or -------- prospectus or any amendments or supplements thereto, the Company shall Issuer will furnish to the counsel selected by the Holder of the Registrable Securities covered by Offerors requesting such registration statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel)counsel before such filing is made, and Issuer will comply with any reasonable request made by such counsel to make changes to the extent such documents do not comply in all material respects with the Securities Act;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments (including post- effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days three months and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of conformed copies of such registration statement, each amendment and supplement theretothereto (in each case including all exhibits), the prospectus included in such registration statement (including each preliminary prospectus) and such other customary documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall Issuer will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) ii subject itself to taxation in any such jurisdiction jurisdiction, or (iii) ii consent to general service of process except as required by the securities or blue sky laws in any such jurisdiction);
(e) notify each seller of such Registrable Securities, Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which Issuer's becoming aware that the prospectus included in such registration statement statement, as then in effect, contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the written request of any such seller, the Company shall Issuer will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(f) use its best efforts to cause all such Registrable Securities covered by such registration statement to be listed or quoted on the principal securities exchange or national automated quotation system on which similar securities issued by Issuer are then listed or quoted or, if not then listed or quoted, use its best efforts to cause such Registrable Securities to be listed on each a national securities exchange or trading system quoted on which similar securities issued by the Company are then listeda national automated quotation system;
(g) provide a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(h) in the event the offering is an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the independent public accountants for Issuer in customary form and covering such matters of the type customarily covered by such letters;
(i) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder)such Registrable Securities; and
(ij) upon execution and delivery of such customary confidentiality agreements as Issuer shall reasonably request, make available for inspection during normal business hours by any seller of Registrable SecuritiesSecurities covered by such registration statement, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the CompanyIssuer, and cause the CompanyIssuer's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. Issuer will make generally available to the holders of Registrable Securities an earnings statement (which need not be audited) for the twelve months beginning after the effective date of a registration statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy Section 11(a) of the Securities Act. Issuer will, at all times after Issuer has filed a registration statement with the SEC pursuant to the requirements of either the Securities Act or the Exchange Act, file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to be eligible to sell Registrable Securities pursuant to (i) Rule 144 adopted by the SEC under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC or (ii a registration statement on Form S-2 or S-3 or any similar registration form hereafter adopted by the SEC. Upon request, Issuer will deliver to holders of Registrable Securities a written statement as to whether it has complied with such requirements.
Appears in 1 contract
Samples: Securities Purchase Agreement (Omnipoint Corp \De\)
Registration Procedures. Whenever If and whenever the Holder holders of Registrable Securities has requested request that any Registrable Securities be registered pursuant to the provisions of this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicable:
(a) prepare and file with the SEC Commission a registration statement Registration Statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become effective;
(b) prepare and file with the Commission such amendments, post-effective thereafter amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than two years after the date of effectiveness of the Registration Statement, or if earlier, until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;
(provided that c) within a reasonable time before filing a registration statement such Registration Statement, Prospectus or prospectus or any amendments or supplements thereto, the Company shall furnish to the one counsel selected by the Holder of the Registrable Securities covered by such registration statement Investor copies of all such documents proposed to be filed, which documents shall be subject to the review review, comment and consent approval of such counsel);
(bd) notify the Holder each selling holder of Registrable Securities Securities, promptly after the Company receives notice thereof, of the effectiveness time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement has been filed;
(ce) furnish to each seller selling holder of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(df) use its best efforts to register or qualify such Registrable Securities under such other securities or “blue sky sky” laws of such jurisdictions as Holder reasonably any selling holder requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided holders; provided, that the Company shall not be required to (i) qualify generally to do business business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to qualify do so but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdictionSection 3(f);
(eg) notify each seller selling holder of such Registrable Securities, at any time when a prospectus 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 Prospectus included in such registration statement Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerholder, the Company shall prepare a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) make available for inspection during normal business hours by any seller selling holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement Registration Statement and any attorney, accountant or other agent retained by any such seller holder or underwriterunderwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's ’s officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such Registration Statement;
(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;
(j) use its best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed, on a national securities exchange selected by the Investor;
(k) in connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities);
(l) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than 30 days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; and
(m) furnish to each selling holder of Registrable Securities and each underwriter, if any, with (i) a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such registration statementincludes an underwritten public offering, dated the date of the closing under the underwriting agreement), in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten public offerings; and (ii) a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten public offerings;
(n) without limiting Section 3(f) above, use its best efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;
(o) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;
(p) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;
(q) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; and
(r) otherwise use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.
Appears in 1 contract
Samples: Registration Rights Agreement (Ares Commercial Real Estate Corp)
Registration Procedures. Whenever the Holder of Registrable Securities has Holders have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided effective; provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel)counsel regarding any information that pertains to the Holder or Holders;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 90 days after the Registrable Securities may first be publicly sold pursuant thereto and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof Selling Holders set forth in such registration statement;
(c) furnish to each seller of Registrable Securities Selling Holder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller Selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerSelling Holder;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Selling Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller Selling Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions Selling Holders (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of or process in any such jurisdiction);
(e) notify each seller Selling Holder of such Registrable Securities, 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 contains an untrue statement of a material fact or omits to state any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or trading system exchange, if any, on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into negotiate in good faith such customary underwriting agreements (containing terms acceptable to the Companyincluding an underwriting agreement in customary form) and take such other reasonable actions as the Holder Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder)such Registrable Securities; and
(ih) make available for inspection during normal business hours by any seller of Registrable Securities, any Selling Holder's underwriter participating in any disposition pursuant to such registration statement and any attorneysuch underwriter's counsel, accountant or other agent retained by any such seller Selling Holder or underwriter, all financial and other pertinent records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, officers and employees and independent accountants to supply all information reasonably requested by any such seller, Selling Holder's underwriter, attorney, accountant or agent in connection with such registration statement.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Meritage Hospitality Group Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days (or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the a prospectus included in such registration statement (including each preliminary prospectus) or prospectus supplements and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphclause (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) promptly notify in writing each seller of such Registrable Securities, 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 (i) contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading or (ii) is otherwise not legally available to support sales of Registrable Securities, and, at the request of any the holders of a majority of the Registrable Securities covered by such sellerregistration statement, the Company shall promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed, if the listing of Registrable Securities is then permitted under the rules of such exchange, or to secure listing of Registrable Securities on the Nasdaq Stock Market as a "National Market System Security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure listing on the Nasdaq Small Cap Market for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the National Association of Securities Dealers, Inc.;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder); andsuch Registrable Securities;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities, which holder, in its sole and exclusive judgment, exercised in good faith, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included and which is reasonably acceptable to the Company;
(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, use its best efforts to promptly obtain the withdrawal of such order;
(m) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(n) obtain one or more cold comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold in such registered offering reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement); and
(o) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.
Appears in 1 contract
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Parent Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectusprospectus and any prospectus filed under Rule 424 promulgated under the Securities Act) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any the holders of a majority of the Parent Registrable Securities covered by such sellerregistration statement, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities;
(g) provide a transfer agent agent, a registrar and registrar a CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Parent Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, effecting a share split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Parent Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant accountant, or agent in connection with such registration statement and assist and, at the request of any participating underwriter, cause such officers or directors to participate in presentations to prospective purchasers;
(j) otherwise use its reasonable 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal of such order and, upon request of a holder of Registrable Securities, the Company shall provide notice to such holder of any such stop order;
(l) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(m) obtain one or more comfort letters from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Parent Registrable Securities being sold reasonably request;
(n) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature; and
(o) use best efforts to cause certificates for the Registrable Securities covered by such registration statement to be delivered by the holders thereof to the underwriters in such denominations and registered in such names as the underwriters may request.
Appears in 1 contract
Samples: Registration Rights Agreement (Vaso Active Pharmaceuticals Inc)
Registration Procedures. Whenever the Holder holder of Registrable Securities has requested that any its Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and will cooperate with the resale holder and the underwriters, if any, to effect the sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement with respect to including the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement statement, a prospectus or a prospectus subject to completion or any amendments or supplements thereto, the Company shall will furnish to the one counsel selected by the Holder holder of the Registrable Securities covered by such registration statement statement, at the sole cost and expense of such holder, copies of all such documents proposed to be filed, filed which documents shall will be subject to the review and consent of such counselcounsel to the extent they involve disclosure directly concerning such holder);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 90 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each the seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectusprospectus subject to completion) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder reasonably requests the Company deems appropriate and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate in such jurisdictions the disposition of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself generally to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each the seller of such Registrable Securities, at any time when a prospectus 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 (including a prospectus subject to completion) included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, and, at the request of any such sellerand in that event, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on NASDAQ or each securities exchange or trading system on which similar securities of the same class issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;; and
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable in customary form to the Companyextent the Company determines to use an underwriter) and take all such other customary actions as the Holder board of Registrable Securities being sold or the underwriters, if any, reasonably requests (although directors of the Company has no obligation believes to secure any underwriting arrangements on behalf be necessary in order to expedite or facilitate the disposition of the Holder); and
(i) make available for inspection during normal business hours by any seller of such Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
Appears in 1 contract
Registration Procedures. Whenever the Holder of Registrable Securities Tracinda, Seven or ----------------------- an Executive has requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Commission a registration statement with respect to the resale of such Registrable Securities and thereafter use its best efforts to cause such registration statement to become effective thereafter (provided that that, before -------- ---- filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of either (i) not less than 180 days six months (subject to extension pursuant to Section 4.7(b)) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the such Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally -------- ---- to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made, and the Company will prepare and file with the Commission and, at the request of any such seller, the Company shall prepare furnish to such seller a reasonable number of copies of, a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which they were made;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq National Market;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the first full calendar quarter of the Company after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order 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, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;
(l) obtain a "cold comfort" letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants of the Company in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement); and
(m) provide a legal opinion of the outside counsel of the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.
Appears in 1 contract
Registration Procedures. Whenever the Holder of Registrable Securities has requested that any Registrable Securities be registered pursuant to (a) In connection with its obligations under this Registration Rights Agreement, the Company shall use its best efforts to effect the registration of the resale of such Registrable Securities and pursuant thereto the Company shall will as soon expeditiously as practicable:
(ai) to the extent applicable, prepare and file with the SEC a registration statement with respect to on any form for which the resale Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best commercially reasonable efforts and proceed diligently and in good faith to cause such filed registration statement to become effective thereafter (provided under the Securities Act; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the all Selling Holders and to one counsel selected by the Holder of the Registrable Securities covered by such registration statement Selling Holders, copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel);
(bii) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period pursuant to Section 2 with respect to the disposition of not less than 180 days the Registrable Securities covered by such registration statement until all of such Registrable Securities have ceased to be Registrable Securities and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods method of disposition by the sellers Selling Holders thereof set forth in such registration statement; provided, however that any Selling Holder that has been included on a “shelf” registration statement may request that such Selling Holder’s Registrable Securities be removed from such registration statement, in which event the Company shall promptly either withdraw such registration statement or file a post-effective amendment to such registration statement removing such Registrable Securities;
(ciii) furnish to each seller of Registrable Securities such Selling Holder such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller Selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerSelling Holder;
(div) notify the Selling Holders promptly, and (if requested by any such Person) confirm such notice in writing, (A) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or any post-effective amendment, when the same has become effective under the Securities Act and each applicable state Law, (B) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) of the happening of any event which makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement, it will not contain any 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, and that in the case of the prospectus, it will not contain any 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, in light of the circumstances under which they were made, not misleading, and (F) of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate;
(v) use its best commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment;
(vi) cooperate with the Selling Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depositary Trust Company;
(vii) use commercially reasonable efforts to register or qualify such the Registrable Securities as promptly as practicable under such other securities or blue sky laws of such jurisdictions as any Selling Holder reasonably (in light of the intended plan of distribution) requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller Selling Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided Selling Holder; provided, that the Company shall will not be required to (iA) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 4(a)(vii), (iiB) subject itself to taxation in any such jurisdiction jurisdiction, or (iiiC) consent to general service of process in any such jurisdiction);
(eviii) notify each seller use commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities, if any, as may be required of the Company to enable the Selling Holder or Selling Holders thereof to consummate the disposition of such Registrable Securities;
(ix) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, at any time when and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a prospectus relating thereto is required to be delivered under period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, of ;
(x) use commercially reasonable efforts to cause all Registrable Securities to be listed on each securities exchange on which similar securities issued by the happening of Company are then listed or quoted on any inter-dealer quotation system on which similar securities issued by the Company are then quoted; and
(xi) if any event contemplated by Section 4(a)(iv)(E) shall occur, as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall promptly as practicable prepare a supplement or amendment or post-effective amendment to such registration statement or the related prospectus or any document incorporated therein by reference or promptly file any other required document so that, as thereafter delivered to the purchasers of such the Registrable Securities, such the prospectus shall 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 therein, in light of the circumstances under which they were made, not misleading;.
(fb) cause all such Registrable Securities Notwithstanding anything contained herein to be listed on each securities exchange or trading system on which similar securities issued by the contrary, the Company are then listed;
hereby agrees that any registration effected pursuant to this Registration Rights Agreement that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (g) provide a transfer agent including on the prospectus cover page, the principal stockholders’ chart and registrar for all such Registrable Securities not later than the effective date plan of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Companydistribution) as the Holder of Registrable Securities being sold or the underwriters, if any, may be reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) make available for inspection during normal business hours requested by any seller a holder of Registrable Securities, any underwriter participating . The Company may require each Selling Holder to promptly furnish in any disposition pursuant writing to the Company such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties information regarding the distribution of the Company, Registrable Securities as it may from time to time reasonably request and cause the Company's officers, directors, employees and independent accountants to supply all such other information reasonably requested by any such seller, underwriter, attorney, accountant or agent as may be legally required in connection with such registration statementregistration. Notwithstanding anything herein to the contrary, the Company shall have the right to exclude from any offering the Registrable Securities of any Selling Holder who does not comply with the provisions of the immediately preceding sentence.
Appears in 1 contract
Samples: Registration Rights Agreement (Oil States International, Inc)
Registration Procedures. (a) Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(ai) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder holders of a majority of the Funds' Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent approval of such counsel);
(bii) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days six months and comply with the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(ciii) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement theretothereto (in each case including all exhibits), the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller and the managing underwriter or underwriters may reasonably requests request and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided seller; PROVIDED that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(ev) notify each seller of such Registrable SecuritiesSecurities and the managing underwriter or underwriters, 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 contains an untrue statement of a material fact or omits to state any fact necessary required to be stated therein to make the statements therein not misleadingmisleading in the light of the circumstances then existing, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary required to be stated therein to make the statements therein not misleadingmisleading in the light of the circumstances then existing;
(fvi) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system;
(gvii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hviii) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(iix) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(x) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;
(xi) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement); and
(xii) if any such registration or comparable statement refers to any holder of Funds' Registrable Securities by name or otherwise as the holder of any securities of the Company and if in its sole and exclusive judgment, such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities 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 shall 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 required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder; PROVIDED that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.
(b) Each seller of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the type described in clause (v) of Section 5(a) hereof, such seller shall forthwith discontinue disposition of such Registrable Securities covered by such registration statement or related prospectus until such seller's receipt of the copies of the supplemental or amended prospectus contemplated by clause (v) of Section 5(a) hereof, and, if so directed by the Company, such seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in clause (ii) of Section 5(a) hereof shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to clause (v) of Section 5(a) hereof and including the date when each seller of Registrable Securities shall have received the copies of the supplemental or amended prospectus contemplated by clause (v) of Section 5(a) hereof.
(c) Each seller of Registrable Securities agrees to provide the Company, upon receipt of its request, with such information about such seller to enable the Company to comply with the requirements of the Securities Act and to execute such certificates as the Company may reasonably request in connection with such information and otherwise to satisfy any requirements of law.
Appears in 1 contract
Samples: Registration Rights Agreement (Cal Dive International Inc)
Registration Procedures. Whenever the Holder holders of Registrable ----------------------- Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (effective; provided -------- that before filing a registration statement or prospectus or any amendments or ---- supplements thereto, the Company shall furnish to the one or more counsel selected by the Holder holders of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel);
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 90 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (seller; provided that the Company shall not be required to (ia) qualify generally -------- ---- to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (iib) subject itself to taxation in any such jurisdiction or (iiic) consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its reasonable efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including effecting a stock split or a combination of the Holdershares); and;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if in its sole and exclusive judgment, such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities 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 shall 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 required by the Securities Act or any similar Federal statute then in force (or any rules and regulations promulgated thereunder), the deletion of the reference to such holder; provided -------- that with respect to this clause (ii) such holder shall furnish to the Company ---- an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.
Appears in 1 contract
Registration Procedures. Whenever the Holder Holders of Registrable Securities has Shares have requested that any Registrable Securities Shares be registered pursuant to the terms of this Agreement, the Company shall Corporation will use its best efforts to effect the registration of and the resale sale of such Registrable Securities Shares in accordance with the terms hereof and the intended method of disposition thereof, and pursuant thereto the Company shall Corporation will as soon expeditiously as practicableis practicable in connection with such an offering:
(a) prepare and file with the SEC Commission, on any registration form for which the Corporation then qualifies and which the Corporation deems appropriate, a registration statement with respect to the resale of such Registrable Securities Shares and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by as soon as practicable after such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel)filing;
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during until such period time as the Registrable Shares registered thereunder have been disposed of in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; provided, however, except as required by the Securities Act and the rules and regulations promulgated thereunder, the Corporation shall not be obligated to keep any registration statement effective for a period in excess of 45 days;
(c) furnish to each seller of such Registrable Securities Shares and the underwriters of the securities being registered such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such sellerseller or the sale of such securities by such underwriters;
(d) use its best efforts to register or qualify such Registrable Securities Shares under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable desirable to enable such seller to consummate the public sale or other disposition in such jurisdictions of the Registrable Securities Shares owned by the sellers in such jurisdictions (provided seller; provided, however, that the Company Corporation shall not be required to (i) qualify generally to do business in any jurisdiction where it would is not otherwise be required to qualify but for this subparagraphthen so qualified, (ii) subject itself to taxation in any such jurisdiction or jurisdiction, (iii) consent to general service of process in any such jurisdiction), or (iv) provide any undertaking required by such other securities or "blue sky" laws or make any change in its charter or by-laws that the board of directors of the Corporation determines in good faith to be contrary to the best interest of the corporation and its stockholders;
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities Shares to be listed on each securities exchange or trading system on which similar securities issued by the Company Corporation are then listed, provided that all applicable listing requirements are satisfied;
(gf) provide a transfer agent and registrar for all such Registrable Securities Shares not later than the effective date of such registration statement;
(hg) enter into such customary underwriting agreements (containing terms acceptable including underwriting agreements) and take all such other actions as are reasonably required in order to expedite or facilitate the Company) as disposition of such Registrable Shares in accordance with the Holder Holders' intended methods of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); anddisposition;
(ih) make available for inspection during normal business hours by any seller of such Registrable SecuritiesShares, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained designated by any such seller or underwriterunderwriter (collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the CompanyCorporation (collectively, the "RECORDS") as shall be reasonably necessary to exercise their due diligence responsibilities, and cause the CompanyCorporation's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent Inspector in connection with such registration statement. Records that the Corporation determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless the contents of such Records become publicly available or the release of such Records is ordered pursuant to a subpoena or other order from a court or governmental agency of competent jurisdiction or required pursuant to applicable state or federal law. Each seller of Registrable Shares agrees that it will, upon learning that disclosure of such Records are sought by a court or governmental agency, give notice to the Corporation and allow the Corporation, at the Corporation's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;
(i) notify each seller of such Registrable Shares, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(j) notify each seller of such Registrable Shares of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;
(k) prepare and promptly file with the Commission and promptly notify each seller of such Registrable Shares of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading;
(l) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(m) prior to the filing of any registration statement or prospectus or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to each seller of such Registrable Shares and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected by the Holders of a majority of the Registrable Shares being registered shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an amendment or supplement, in the opinion of counsel for the Corporation the filing of such amendment or supplement is reasonably necessary to protect the Corporation from any liabilities under any applicable federal or state law and such filing will not violate applicable laws; and
(n) at the request of the managing underwriter or underwriters in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement: (i) an opinion of counsel, addressed to the underwriters, covering such customary matters as such underwriters may reasonably request; and (ii) a letter or letters from the independent certified public accountants of the Corporation addressed to the underwriters, covering such customary matters as such underwriters may reasonably request. Each Holder of Registrable Shares agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in paragraph (k) of this SECTION 5, such Holder shall forthwith discontinue disposition of Registrable Shares pursuant to the registration statement covering such Registrable Shares until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (k) of this SECTION 5 and, if so directed by the Corporation, such Holder shall deliver to the Corporation (at the Corporation's expense) all copies of the prospectus covering such Registrable Shares current at the time of receipt of such notice.
Appears in 1 contract
Registration Procedures. (a) Whenever the Holder Holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(ai) prepare and file with the SEC Commission a registration statement Registration Statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement Registration Statement to become effective thereafter (provided PROVIDED, that before filing a registration statement Registration Statement or prospectus Prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder holders of the Registrable Securities covered by such registration statement Registration Statement, copies of all such documents proposed to be filed, which documents shall will be subject to the timely review and consent of such counsel);
(bii) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Commission such amendments and supplements to such registration statement Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for a period of not less more than 180 days and six (6) months and, comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement during such effective period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statementRegistration Statement;
(ciii) upon request, furnish to each seller of Registrable Securities such number of copies of such registration statementRegistration Statement, each amendment and supplement thereto, the prospectus Prospectus included in such registration statement Registration Statement (including each preliminary prospectusProspectus) and such other documents as each such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by each such seller;
(div) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (provided seller; PROVIDED that the Company shall will not be required (A) to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubparagraph (a)(iv), (iiB) to subject itself to taxation in any such jurisdiction or (iiiC) to consent to general service of process in any such jurisdiction);
(ev) notify each seller of such Registrable Securities, at any time when a prospectus 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 Prospectus included in such registration statement Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will promptly prepare (and, when completed, give notice to each seller of Registrable Securities) a supplement or amendment to such prospectus Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall Prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; PROVIDED that upon such notification by the Company, each seller of such Registrable Securities will not offer or sell such Registrable Securities until the Company has notified such seller that it has prepared a supplement or amendment to such Prospectus and delivered copies of such supplement or amendment to such Seller;
(fvi) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed with the National Association of Securities Dealers automated quotation system ("NASDAQ");
(gvii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementRegistration Statement;
(hviii) enter into all such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Investor Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, effecting a stock split or a combination of the Holdershares); and;
(iix) make available for inspection during normal business hours on a confidential basis by any seller of Registrable Securitiesseller, any underwriter participating in any disposition pursuant to such registration statement Registration Statement, and any attorney, accountant or other agent retained by any such seller or underwriterunderwriter (in each case after reasonable prior notice), all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply on a confidential basis all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;
(x) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company within the meaning of Section 15 of the Securities Act, to participate in the preparation of such registration statementor comparable statement and to permit the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included, provided that such material shall be furnished under such circumstances as shall cause it to be subject to the indemnification provisions provided pursuant to Section 8(b) hereof; and
(xi) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, the Company will use its best efforts promptly to obtain the withdrawal of such order.
Appears in 1 contract
Registration Procedures. Whenever the Holder of Registrable Securities In connection with any ----------------------- registration pursuant to Section 1 hereof, whenever Independence has requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall Atlas will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company shall Atlas will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller Seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller Seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerit;
(db) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder Independence reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller each Seller of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions Seller, provided (provided Page 58 of 64 pages) that the Company shall Atlas will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction)jurisdiction except to the extent required by applicable law;
(ec) notify each seller Seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such sellerSeller, the Company shall Atlas will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(fd) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company Atlas are then listed;
(ge) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementSecurities;
(hf) enter into such customary agreements (including underwriting agreements (containing terms acceptable in customary form) and take all such other actions as Independence reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that in the event of any underwritten offering, Independence will be responsible for the reasonable fees and disbursements of one counsel to Atlas for such counsel's review of the underwriting agreement to the Company) as the Holder extent such fees and disbursements exceed $2,500 up to a maximum amount of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and$20,000;
(ig) make available for inspection during normal business hours by any seller Seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller Seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyAtlas, and cause the Company's Atlas' officers, directors, employees and independent accountants to supply all information reasonably requested by any such sellerSeller, underwriter, attorney, accountant or agent in connection with such registration statement; and
(h) obtain a cold comfort letter from Atlas' independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement). Independence agrees that, upon receipt of any notice from Atlas of the happening of any event of the kind described in Section 3.1(c) hereof, Independence will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until Independence's receipt of written notice (Page 59 of 64 pages) that sales may continue with the existing prospectus or the supplemented or amended prospectus contemplated by Section 3(c) hereof. In the event Independence is not able to commence sales of Shares pursuant to an effective registration statement not later than 60 days after the date of a notice pursuant to Section 3(c) (the "Notice Date"), Atlas shall pay to Independence an amount per share equal to the difference (but only if the price in (ii) is less than the price in (i)), if any, between (i) the actual sales price subsequently received from any sales by Independence during a number of days following the date on which such sales become permissible which is equal to the number of days over 60 during which such sales were not allowed and (ii) the average of (A) the closing sales prices on any national securities exchange or the NASDAQ National Market System on which the Common Stock is listed or included, or (B) the average of the bid and asked prices on NASDAQ if not so listed or included for the days in excess of 60 from the Notice Date (such average closing sales prices or average bid and asked price, as the case may be, being referred to as the "Deemed Sales Price"), plus interest calculated on the Deemed Sales Price from the 61st day after the Notice Date to the date of any actual sale at the rate of 12% per annum.
Appears in 1 contract
Samples: Registration Rights Agreement (Independence Mining Company Inc)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify if requested by the Holder holders of a majority of the Investor Registrable Securities in connection with any Demand Registration, use its best efforts to cause to be included in such registration statement shares of the Company's Common Stock having an aggregate value (based on the midpoint of the proposed offering price range specified in the registration statement used to offer such securities) of up to $20 million ("Company Registrable Securities") to be offered in a primary offering of the Company's securities contemporaneously with such offering of Registrable Securities of the effectiveness of each registration statement filed hereunder and Securities;
(c) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days six months and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(cd) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(de) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);
(ef) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(fg) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq National Market System ("Nasdaq Market") and, if listed on the Nasdaq Market, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq "National Market System security" within the meaning of Rule 11Aa2-1 of the SEC or, failing that, to secure Nasdaq Market authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the National Association of Securities Dealers;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, effecting a stock split or a combination of the Holdershares); and;
(ij) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(k) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(1) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(m) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;
(n) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
(o) obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the holders of a majority of the Registrable Securities being sold reasonably request.
(p) obtain an opinion from the Company's outside counsel in customary form and covering such matters of the type customarily covered by such opinions, which opinion shall be addressed to the underwriters and the holders of such Registrable Securities. If any such registration statement or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if, in its sole and exclusive judgment, such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities 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 required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such holder; provided, that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Knowles Electronics LLC)
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, RGF or RAC, as the Company case may be, shall use its commercially reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto thereto, RGF or RAC, as the Company case may be, shall as soon as reasonably practicable:
(a) prepare and file with notify in writing the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holder of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities Investors of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until all Registrable Securities registered thereunder have been sold and to keep available for delivery upon the resale of Registrable Securities, a period prospectus that meets the requirements of not less than 180 days Section 10 of the Securities Act and such “free writing prospectuses” as may be required by the rules of the SEC or underwriters at all times thereafter as may be required by the Securities Act, and to comply with the provisions of the Securities Act with respect to the disposition of all securities Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(cb) furnish to each seller of Investor selling Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) ), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(dc) use its commercially reasonable best efforts to register register, qualify, or qualify exempt such Registrable Securities under such other securities Securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller Investor of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller of Registrable Securities (provided that the Company neither RGF nor RAC shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphSection 3(c), (ii) subject itself to taxation in any such jurisdiction jurisdiction, or (iii) consent to general service of process in any such jurisdiction); and provided, further, that the Investors shall be responsible for the blue sky registration fees and expenses associated with any registrations conducted by RAC or Crown Bank;
(ed) promptly notify in writing each seller of Investor selling such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, whereupon no Investor shall use such prospectus, and, at the request of any the selling Investors, RGF shall promptly prepare and furnish to each such seller, the Company shall prepare Investor a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made;
(fe) cause all such shares of RGF Class B Common Stock that are Registrable Securities to be listed on each the NYSE or such securities exchange or trading system market on which similar securities issued by the Company shares of RGF Class B Common Stock are then listed;listed or traded and, if RGF Securities are not so listed or traded, to use its commercially reasonable efforts to secure designation of all such Registrable Securities covered by such registration statement as an NYSE (or such other securities exchange’s or NASDAQ) security or, failing that, to secure NYSE or such other securities exchange’s or NASDAQ’s authorization for listing or trading such Registrable Securities; and
(gf) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.
Appears in 1 contract
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall will use its reasonable best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) a. prepare and file with the SEC Securities and Exchange Commission a registration statement with respect to the resale of such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall will furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and b. prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days or until holders of the Registrable Securities have completed the distribution, whichever is earlier, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) c. furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) d. use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions (a) in the case of a Demand Registration, as Holder any seller reasonably requests requests, (b) in the case of a Piggyback Registration, in such jurisdictions as are specified in the notice sent pursuant to Section 2(a), and (c) do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers such seller (provided, in such jurisdictions (provided each case, that the Company shall will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) e. notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) f. cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed and, if not so listed, to be listed on The Nasdaq Stock Market and, if listed on The Nasdaq Stock Market, use its reasonable best efforts to secure designation of all such Registrable Securities covered by such registration statement as a "national market system security" of The Nasdaq Stock Market within the meaning of Rule 1lAa2-1 of the Securities and Exchange Commission or, failing that, to secure Nasdaq authorization for such Registrable Securities and, without limiting the generality of the foregoing, use its reasonable best efforts to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;
(g) g. provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(h) h. enter into such customary agreements satisfactory to the Company in its reasonable discretion (including underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holderin customary form); and;
(i) i. make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriterunderwriter upon reasonable notice and at reasonable times, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply upon reasonable notice and at reasonable times, all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
j. otherwise use its reasonable 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 covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
k. in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;
l. use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities; and
m. obtain a comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 40% of the securities covered by such registration statement).
Appears in 1 contract
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall NTN will use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of distribution thereof and pursuant thereto the Company shall will as soon expeditiously as practicablepossible:
(a) prepare and file with the SEC a registration statement with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (effective, provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall NTN will furnish to the counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall will be subject to the review and consent of such counsel);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days up to six months or until the holders of Registrable Securities have completed the distribution described in the registration statement relating thereto, whichever first occurs, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition distribution by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which that may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions (seller, provided that the Company shall NTN will not be required (a) to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (iib) to subject itself to taxation in any such jurisdiction jurisdiction, or (iiic) to consent to general service of process in any such jurisdiction);
(e) notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on each securities exchange or on which similar securities issued by NTN are then listed and to be qualified for trading on each system on which similar securities issued by the Company NTN are then listedfrom time to time qualified;
(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statementstatement and thereafter maintain such a transfer agent and registrar;
(h) enter into such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder Investors of a majority of the shares of such Registrable Securities being sold or the underwriters, if any, reasonably requests (although request in order to expedite or facilitate the Company has no obligation to secure any underwriting arrangements on behalf disposition of the Holder); andsuch Registrable Securities being sold;
(i) make available for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the CompanyNTN, and cause the Company's NTN' officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(j) permit any holder of Registrable Securities that might be deemed, in the sole and exclusive judgment of such holder, to be an underwriter or a controlling person of NTN, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to NTN in writing, that in the reasonable judgment of such holder and his, her or its counsel should be included; and
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction, NTN will use its reasonable best efforts promptly to obtain the withdrawal of such order. If any such registration statement refers to the Investor by name or otherwise as the holder of any securities of NTN and if, in the sole and exclusive judgment of the Investor, the Investor is or might be deemed to be a controlling person of NTN, the Investor shall have the right to require (a) the inclusion in such registration statement of language, in form and substance reasonably satisfactory to Investor, to the effect that the holding of such securities by Investor is not to be construed as a recommendation by Investor of the investment quality of NTN's securities covered thereby and that such holding does not imply that the Investor will assist in meeting any future financial requirements of NTN, or (b) in the event that such reference to Investor by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to the Investor; provided, that with respect to this clause (b) Investor shall furnish to NTN an opinion of counsel to such effect, which opinion of counsel shall be reasonably satisfactory to NTN.
Appears in 1 contract
Samples: Right of First Refusal and Exchange Agreement (NTN Communications Inc)
Registration Procedures. Whenever the Holder of Registrable Securities has requested that any Registrable Securities be registered pursuant to this Agreement, If and whenever the Company shall is required by the provisions of Sections 4, 5 or 6 to use its best efforts to effect the registration of any shares of Restricted Stock under the resale of such Registrable Securities and pursuant thereto Act, the Company shall will, as soon expeditiously as practicablepossible:
(a) a. prepare and file with the SEC Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to the resale of such Registrable Securities securities and use its best efforts to cause such registration statement to become and remain effective thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, for the Company shall furnish to the counsel selected by the Holder period of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent of such counseldistribution contemplated thereby (determined as hereinafter provided);
(b) notify the Holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and b. prepare and file with the SEC Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a the period of not less than 180 days specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all securities Restricted Stock covered by such registration statement during such period in accordance with the sellers' intended methods method of disposition by the sellers thereof set forth in such registration statementstatement for such period;
(c) c. furnish to each seller of Registrable Securities Restricted Stock and to each underwriter such number of copies of the registration statement and each such registration statement, each amendment and supplement thereto, thereto (in each case including all exhibits) and the prospectus included in such registration statement therein (including each preliminary prospectus) and such other documents as such seller persons reasonably may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned Restricted Stock covered by such sellerregistration statement;
(d) d. use its best efforts to register or qualify the Restricted Stock covered by such Registrable Securities registration statement under such other the securities or "blue sky sky" laws of such jurisdictions as Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition of the Registrable Securities owned by the sellers of Restricted Stock or, in such jurisdictions (provided the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to (i) qualify generally to do transact business as a foreign corporation in any jurisdiction where it would is not otherwise be required so qualified or to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction); e. use its best efforts to list the Restricted Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed;
(e) f. immediately notify each seller of Restricted Stock and each underwriter under such Registrable Securitiesregistration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus included contained in such registration statement contains statement, as then in effect, includes an untrue statement of a material fact or omits any to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing, and, at the request of any such seller, the Company shall and promptly prepare a supplement or amendment and furnish to such seller a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable SecuritiesRestricted Stock, such prospectus shall not contain include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances then existing;
g. if the offering is underwritten and at the request of any seller of Restricted Stock, use its best efforts to furnish on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (fi) cause all an opinion dated such Registrable Securities date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, to such effect as reasonably may be listed on each securities exchange or trading system on which similar securities issued requested by counsel for the underwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company are then listed;
included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (g) provide a transfer agent and registrar for all such Registrable Securities not later including information as to the period ending no more than five business days prior to the effective date of such letter) with respect to such registration statementas such underwriters reasonably may request;
(h) enter into such customary underwriting agreements (containing terms acceptable to the Company) as the Holder of Registrable Securities being sold or the underwriters, if any, reasonably requests (although the Company has no obligation to secure any underwriting arrangements on behalf of the Holder); and
(i) h. make available for inspection during normal business hours by any each seller of Registrable SecuritiesRestricted Stock, any underwriter participating in any disposition distribution pursuant to such registration statement statement, and any attorney, accountant or other agent retained by any such seller or underwriter, reasonable access to all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and cause the Company's officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
i. cooperate with the selling holders of Restricted Stock and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Restricted Stock to be sold, such certificates to be in such denominations and registered in such names as such holders or the managing underwriters may request at least two business days prior to any sale of Restricted Stock; and
j. permit any holder of Restricted Stock which holder reasonably believes, after consultation with its counsel, that it might be deemed to be a controlling person of the Company, to participate in good faith in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder after consultation with counsel, should be included. For purposes of Section 7(a) and 7(b) and of Section 4(c), the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby and 120 days after the effective date thereof. In connection with each registration hereunder, the sellers of Restricted Stock will furnish to the Company in writing such information requested by the Company with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 4, 5 or 6 covering an underwritten public offering, the Company and each seller agree to enter into a written agreement with the managing underwriter(s) selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature.
Appears in 1 contract
Registration Procedures. Whenever the Holder holders of Registrable Securities has have requested that any Registrable Securities be registered pursuant to as permitted by this Agreement, the Company shall use its best efforts to effect the registration of and the resale sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon expeditiously as practicablepossible:
(a) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the SEC Securities and Exchange Commission a registration statement statement, and all amendments and supplements thereto and related prospectuses, with respect to the resale of such Registrable Securities and use its best efforts to cause such registration statement to become effective thereafter (provided provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the one counsel selected by the Holder holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and consent comment of such counsel), and include in any such registration such additional information reasonably requested by a majority of the Registrable Securities registered under the applicable registration statement, or the underwriters, if any, for marketing purposes, whether or not required by applicable securities laws;
(b) notify the Holder each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period the lesser of not less than (x) 180 days and (y) such shorter period which will terminate when all Registrable Securities covered by the registration statement have been sold and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) ), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Holder any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the sellers in such jurisdictions seller (provided provided, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraphsubsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction);
(e) notify each seller of such Registrable Securities, (i) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) promptly after receipt thereof, of any request by the Securities and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information, and (iii) 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 contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;
(f) prepare and file promptly with the Securities and Exchange Commission, and notify such holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, when any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include 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, and, in case any such holders of Registrable Securities or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Company shall use its best efforts to prepare promptly upon request of any such holders or underwriters such amendments or supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;
(g) cause all such Registrable Securities to be listed on each securities exchange or trading system on which similar securities issued by the Company are then listed;
(gh) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(hi) enter into and perform such customary agreements (including underwriting agreements (containing terms acceptable to the Companyin customary form) and take all such other actions as the Holder holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably requests request in order to expedite or facilitate the disposition of such Registrable Securities (although the Company has no obligation to secure any underwriting arrangements on behalf including, without limitation, participation in "road shows," investor presentations and marketing events and effecting a stock split or a combination of the Holdershares); and;
(ij) make available at reasonable times for inspection during normal business hours by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement subject to the applicable person(s) executing a nondisclosure agreement in reasonable form and substance if reasonably required by the Company;
(k) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission;
(l) permit any holder of Registrable Securities, which holder, in the Company’s judgment, is or might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(m) use its best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or other such order the Company shall advise such holders of Registrable Securities of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use its best efforts promptly to obtain the withdrawal of such order;
(n) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;
(o) provide a legal opinion of the Company's outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) in customary form and covering such matters of the type customarily covered by legal opinions of such nature. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if, in the Company’s judgment, such holder is or might be deemed to be a controlling person of the Company, such holder will have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such holder and presented to the Company in writing, to the effect that the holding or sale by such holder of such securities 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 or sale does not imply that such holder shall 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 required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such holder; provided, that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.
Appears in 1 contract
