Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement: (a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading; (i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so; (c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder; (d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets; (e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement; (f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel; (h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances; (i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and (j) maintain a transfer agent and registrar for the Common Stock.
Appears in 9 contracts
Samples: Preferred Stock Purchase Agreement (Health Systems Solutions Inc), Registration Rights Agreement (Datrek Miller International, Inc.), Preferred Stock Purchase Agreement (Health Systems Solutions Inc)
Registration Procedures. If (a) In connection with each Registration, and whenever in accordance with the Company is required by any intended method or methods of distribution of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActClass A Shares as described in such Registration, the Company shall (except as otherwise provided in this Agreement)shall, as expeditiously soon as possiblereasonably practicable (and, in any event, subject to the Holders’ assistance terms of this Agreement, including, without limitation, Section 3.01(a) hereof, at or before the time required by applicable laws and cooperation as reasonably required with respect to each Registration Statement:regulations):
(a) prepare and file with the Commission a registration statement with respect to such Registrable Shares and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby determined as provided hereafter;
(ib) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities Shares covered by such Registration Statement whenever registration statement;
(c) furnish to the Holder such numbers of copies of the registration statement and the prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto), in conformity with the requirements of the Securities Act and such other documents and information as it may reasonably request;
(d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under such other securities or blue sky laws of such jurisdiction within the United States and Puerto Rico as shall be reasonably appropriate for the distribution of the Registrable Shares covered by the registration statement; PROVIDED, HOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (d) be obligated to do so; and PROVIDED, FURTHER, that the Company shall not be required to qualify such Registrable Shares in any jurisdiction in which the securities regulatory authority requires that the Holder submit any of its Registrable Shares to the Holder shall desire terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell or otherwise dispose Registrable Shares in such jurisdiction unless such Holder agrees to do so;
(e) promptly notify each Holder, at any time when a prospectus relating to the Registrable Shares is required to be delivered under the Securities Act, of the same happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state 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 such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made;
(f) furnish, at the request of any Holder requesting registration of Registrable Shares pursuant to Sections 3.01 or 3.02 hereof, if the method of distribution is by means of an underwriting, on the date that the Registrable Shares are delivered to the underwriters for sale pursuant to such registration, or if such Registrable Shares are not being sold through underwriters, on the date that the registration statement with respect to such Registrable Shares becomes effective, (1) a signed opinion, dated such date, of the independent legal counsel representing the Company for the purpose of such registration, addressed to the underwriters, if any, and if such Registrable Shares are not being sold through underwriters, then to the Holders making such request, as to such matters as such underwriters or the Holders holding a majority of the Registrable Shares included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction; and (2) letters dated such date and the date the offering is priced from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Registrable Shares are not being sold through underwriters, then to the Holders making such request and, if such accountants refuse to deliver such letters to such Holders, then to the Company (i) stating that they are independent certified public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and (ii) covering such other financial matters (including prospectus supplements information as to the period ending not more than five (5) business days prior to the date of such letters) with respect to the sales registration in respect of which such letter is being given as such underwriters or the Holders holding a majority of the Registrable Shares included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction;
(g) enter into customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Shares to be so included in the registration statement;
(h) 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 eighteen (18) months after the effective date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first full month after the effective date of such registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(i) use its best efforts to list the Class A Shares covered by such registration statement with any securities exchange on which the Class A Shares are then listed.
(b) Each Holder requesting registration shall furnish to the Company in writing such information regarding such Holder and its intended method of distribution of the Registrable Shares as the Company may from time to time reasonably request in connection writing, but only to the extent that such information is required in order for the Company to comply with a registration statement pursuant its obligations under all applicable securities and other laws and to Rule 415 promulgated under ensure that the prospectus relating to such Registrable Shares conforms to the applicable requirements of the Securities Act) Act and (ii) take all lawful action the rules and regulations thereunder. Such Holder shall notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event, in either case as a result of which any prospectus relating to the Registrable Shares contains or would contain an untrue statement of a material fact regarding such Holder or its intended method of distribution of such Registrable Shares or omits to state any material fact regarding such Holder or its intended method of distribution of such Registrable Shares required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and promptly furnish to the Company any additional information required to correct and update any previously furnished information, or required so that each such prospectus shall not contain, with respect to such Holder or the intended method of (A) distribution of the Registration Statement and any amendment thereto does notRegistrable Shares, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 7 contracts
Samples: Registration Rights Agreement (Crediton LTD), Registration Rights Agreement (October 1993 Trust), Registration Rights Agreement (Getty Images Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ ' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 7 contracts
Samples: Registration Rights Agreement (Silver Key Mining Co Inc), Registration Rights Agreement (American Leisure Holdings Inc), Registration Rights Agreement (Silver Key Mining Co Inc)
Registration Procedures. If and whenever Whenever required under this Article V to include Registrable Securities in a Company registration statement, the Company is required by any shall, as expeditiously as reasonably possible:
(a) Use best efforts to (i) cause such registration statement to become effective, and (ii) cause such registration statement to remain effective until the earliest to occur of (A) such date as the provisions sellers of this Agreement to effect Registrable Securities (the “Selling Holders”) have completed the distribution described in the registration statement and (B) such time that all of any of the such Registrable Securities are no longer, by reason of Rule 144(k) under the Securities Act, required to be registered for the sale thereof by such Holders. The Company shall (except will also use its best efforts to, during the period that such registration statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise provided to ensure that the registration statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in this Agreement)light of the circumstances under which they are made, as expeditiously as possiblenot misleading; provided, subject however, that if applicable rules under the Securities Act governing the obligation to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) prepare includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement.
(b) Prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement, and the prospectus used in connection therewith with such registration statement, as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement whenever registration statement.
(c) Make available for inspection upon reasonable notice during the Company’s regular business hours by each Selling Holder, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such Selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Holder shall desire Company, and cause the Company’s officers, directors and employees to sell supply all information reasonably requested by any such Selling Holder, underwriter, attorney, accountant or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time agent in connection with a such registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;statement.
(id) prior Furnish to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Selling Holders such numbers of copies of a prospectus prospectus, including a preliminary prospectus as amended or any amendment or supplement supplemented from time to any prospectus, as applicabletime, in conformity with the requirements of the Securities Act, and such other documents, documents as any of the Holders they may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;them.
(ce) Use best efforts to register and qualify the Registrable Securities securities covered by the Registration Statement such registration statement under such other federal or state securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Selling Holders; provided, however, 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 of such states or jurisdictions, unless the Holders shall reasonably request (Company is already subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition service in such jurisdiction and except as may be required by the Securities Act.
(f) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Selling Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
(g) Notify each Holder of Registrable Securities owned covered by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statementregistration statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, (i) when the registration statement or any post-effective amendment and supplement thereto has become effective; (ii) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make every effort to obtain the withdrawal of any order suspending effectiveness of the registration statement at the earliest possible time or prevent the entry thereof); (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iv) of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and .
(h) Cause all such Registrable Securities registered hereunder to be listed on each securities exchange or quotation service on which similar securities issued by the Company shall prepare are then listed or quoted or, if no such similar securities are listed or quoted on a securities exchange or quotation service, apply for qualification and file a curative amendment under Section 6(a) as quickly as reasonably possible and during use best efforts to qualify such period, the Holders shall not make any sales of Registrable Securities pursuant to for inclusion on the Registration Statement;New York Stock Exchange, American Stock Exchange or listing on a quotation system of the National Association of Securities Dealers, Inc.
(fi) after becoming aware Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and CUSIP number for all such Registrable Securities, in each case not later than the effective date of such event, notify each of registration.
(j) Cooperate with the Selling Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, and the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders if any, to facilitate the timely preparation and delivery of certificates for representing the Registrable Securities to be offered pursuant to the Registration Statement sold, which certificates will not bear any restrictive legends; and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as the managing underwriters, if any, shall request at least two business days prior to any sale of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by to the Commissionunderwriters.
(k) In connection with an underwritten offering, deliver and cause legal counsel selected by the officers of the Company to deliver provide reasonable assistance in the preparation of, any “road show” presentation to potential investors as the managing underwriter may determine.
(l) Comply with all applicable rules and regulations of the SEC and make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 50 calendar days after the end of any 3-month period (or 105 calendar days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering, and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company, after the effective date of a registration statement, which statements shall cover said period.
(m) If the offering is underwritten and at the request of any Selling Holder, use its best efforts to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) opinions dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction andso delivered, respectively, to the extent necessaryeffect that such registration statement has become effective under the Securities Act and such Registrable Securities are freely tradable, an opinion of such counsel;
(h) take all and covering such other lawful actions reasonably necessary matters as are customarily covered in opinions of issuer’s counsel delivered to expedite underwriters and facilitate transfer agents in underwritten public offerings and (ii) a letter dated such date from the disposition by independent public accountants who have certified the Holders financial statements of their Registrable Securities in accordance with the intended methods therefor provided Company included in the prospectus which registration statement or the prospectus, covering such matters as are customary for issuers customarily covered in accountants’ letters delivered to perform under the circumstances;
(i) underwriters in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stockpublic offerings.
Appears in 7 contracts
Samples: Subscription Agreement (Originoil Inc), Subscription Agreement (TheRetirementSolution.com, Inc.), Subscription Agreement (Carbon Sciences, Inc.)
Registration Procedures. If and whenever i. In case of the Registration Statement effected by the Company is required by any of the provisions of subject to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActSection 5, the Company shall (except keep the Holder advised in writing as otherwise provided in this Agreement)to the initiation of such registration, and as expeditiously as possibleto the completion thereof. In addition, subject to Section 5(a) above, the Holders’ assistance and cooperation as reasonably required with respect Company shall, to each the extent applicable to the Registration Statement:
(a) (i) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration continuously effective and to comply with the provisions of the Securities Act with respect to the sale free from any material misstatement or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or omission necessary to make the statements therein, in light of the circumstances under which they were madecircumstances, not misleading misleading, and comply with provisions of the Securities Act with respect to the disposition of all securities covered thereby during the period referred to in Section 5(a);
b) update, correct, amend and supplement the Registration Statement as necessary;
c) notify the Holder promptly when the Registration Statement is declared effective by the SEC, and furnish such number of prospectuses, including preliminary prospectuses, and other documents incident thereto as Holder may reasonably request from time to time;
d) use its commercially reasonable efforts to register or qualify such Option Shares under such other securities or blue sky laws of such jurisdictions of the United States where an exemption is not available and as Holder may reasonably request to enable it to consummate the disposition in such jurisdiction of the Option Shares (provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this provision, or (B) the prospectus forming part consent to general service of the Registration Statementprocess in any such jurisdiction, and or (C) subject itself to taxation in any amendment or supplement thereto, does jurisdiction where it is not already subject to taxation);
e) notify Holder at any time during when a prospectus relating to the Option Shares is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in the Registration Period include Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, subject to Section 5(a), the Company will prepare a supplement or amendment to such prospectus, so that, as thereafter delivered to purchasers of such shares, such prospectus will not contain any untrue statements of a material fact or omit to state a material any 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;
(if) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents cause all such comments as Option Shares to be listed on each securities exchange on which similar securities issued by the Holders (Company are then listed and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iiiobtain all necessary approvals for trading thereon;
g) provide to the Holders copies of any comments a transfer agent and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under registrar for all such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of Option Shares not later than the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(eh) notify upon the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening sale of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities Option Shares pursuant to the Registration Statement, direct the transfer agent to remove all restrictive legends from all certificates or other instruments evidencing the Option Shares;
i) With a view to making available to the Holder the benefits of certain rules and regulations of the SEC that at any time permit the sale of the Option Shares to the public without registration, so long as any Option Shares are outstanding, the Company shall use its commercially reasonable efforts for a period of two years following the Effective Date:
(1) to make and keep public information available, as those terms are understood and defined in Rule 144(c) under the Securities Act;
(f2) after becoming aware of such event, notify each to file with the SEC in a timely manner all reports and other documents required of the Holders who holds Registrable Company under the Exchange Act; and
(3) to furnish to the Holder upon any reasonable request a written statement by the Company as to its compliance with the public information requirements of Rule 144(c) under the Securities being sold (or, in Act; and
j) To advise the event of an underwritten offering, the managing underwriters) Holder promptly after it has received notice or obtained knowledge of the issuance by the Commission existence of any stop order by the SEC delaying or other suspension suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, and to make every commercially reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible time time.
ii. Notwithstanding anything stated or implied to the contrary in Section 5(b)(i) above, the Company shall not be required to consent to any underwritten offering of the Option Shares or to any specific underwriter participating in any underwritten public offering of the Option Shares.
iii. Each Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(b)(i)(e), and take all lawful action subject to effect the withdrawalSection 5(d), rescission or removal such Holder will forthwith discontinue such Holder’s disposition of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered Option Shares pursuant to the Registration Statement and enable registration statement relating to such certificates for Option Shares until such Holder’s receipt of the Registrable Securities copies of the supplemented or amended prospectus contemplated by Section 5(b)(i)(e) and, if so directed by the Company, will deliver to be the Company at the Company’s expense all copies, other than permanent file copies, then in such denominations or amountsHolder’s possession, as the case may be, as any of the Holders reasonably may request and registered in prospectus relating to such names Option Shares current at the time of receipt of such notice.
iv. Except as any of the Holders may request; andrequired by law, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected all expenses incurred by the Company to deliver to the transfer agent in complying with this Section 5, including but not limited to, all registration, qualification and filing fees, printing expenses, fees and disbursements of counsel and accountants for the Registrable Securities Company, blue sky fees and expenses (including fees and disbursements of counsel related to all blue sky matters) incurred in connection with copies any registration, qualification or compliance pursuant to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition this Section 5 shall be borne by the Holders Company. All underwriting discounts and selling commissions applicable to a sale incurred in connection with any registration of their Registrable Securities in accordance with Option Shares and the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event legal fees and other expenses of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement Holder shall be borne by such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common StockHolder.
Appears in 5 contracts
Samples: Option Agreement (Regen Biologics Inc), Option Agreement (Regen Biologics Inc), Option Agreement (Regen Biologics Inc)
Registration Procedures. If and whenever the Company ------------------------ is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement registration statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may propose; propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soInvestor;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(d) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, subject to Section 3(g), and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably commercially possible and during such period, the Holders Investors shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 4 contracts
Samples: Registration Rights Agreement (Worldwide Wireless Networks Inc), Registration Rights Agreement (Worldwide Wireless Networks Inc), Registration Rights Agreement (Worldwide Wireless Networks Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may propose; propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soInvestor;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-post- effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-post- effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 4 contracts
Samples: Convertible Debenture and Warrants Purchase Agreement (Famous Fixins Inc), Convertible Debenture and Warrants Purchase Agreement (Famous Fixins Inc), Convertible Debenture and Warrants Purchase Agreement (Famous Fixins Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Lenders' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder Lenders shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Lenders as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders Lenders (and their counsel) reasonably may propose; propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish to each of the Holders Lender such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Lender may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soLender;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Lenders shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Lender to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such HolderLender;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) notify the Holders each Lender at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Lender who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Lenders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Lenders reasonably may request and registered in such names as any of the Holders Lenders may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersLenders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Lenders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 4 contracts
Samples: Loan Agreement (McGlen Internet Group Inc), Registration Rights Agreement (Aquis Communications Group Inc), Registration Rights Agreement (Pawnbroker Com Inc)
Registration Procedures. If and whenever the The Company is required by agrees that it will furnish to each holder of Registrable Stock such number of prospectuses, offering circulars or other documents incident to any of the provisions of this Agreement registration, qualification or compliance referred to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), Section 19 as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission any such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities holder from time to time in connection with a registration statement pursuant to Rule 415 promulgated under reasonably may request, and will indemnify each such holder and any underwriter of Registrable Stock (and any person who controls such holder or underwriter within the meaning of Section 15 of the Securities Act) against all claims, losses, damages, liabilities and (ii) take all lawful action such that each of (A) the Registration Statement and expenses resulting from any amendment thereto does not, when it becomes effective, contain an untrue statement or alleged untrue statement of a material fact contained therein (or omit in any related registration statement, notification or the like) or from any omission or alleged omission to state a 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 (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, except insofar as the same may have been based upon information furnished in writing to the Company by such holder or underwriter expressly for use therein, and with respect to such information furnished to the Company such holder will indemnify the Company, its directors, each of its officers who signs the registration statement, offering circular or any other document incident to such registration, qualification or compliance, the underwriter (if any) and each person who controls such underwriter or the Company (within the meaning of Section 15 of the Securities Act) against all claims, losses, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of a material fact contained therein or from any omission or alleged omission to state a material fact required to be stated or necessary to make the information not misleading. In addition, the Company will enter into an underwriting agreement in the light form then currently in use by underwriters and consistent with provisions of this Section 19 with the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
underwriters (f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwritersif any) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 4 contracts
Samples: Warrant Agreement (World Wide Magic Net Inc), Warrant Agreement (World Wide Magic Net Inc), Warrant Agreement (World Wide Magic Net Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ ' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(ib) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 4 contracts
Samples: Registration Rights Agreement (American Leisure Holdings, Inc.), Registration Rights Agreement (American Leisure Holdings, Inc.), Registration Rights Agreement (American Leisure Holdings, Inc.)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possibleexercise reasonable efforts to, subject to the Holders’ Purchaser's assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any the Purchaser of the Holder such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action reasonable efforts such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Effectiveness Period (except as otherwise provided in this Agreement) 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(db) list such Registrable Securities on the markets where Principal Market, and any other exchange on which the Common Stock of the Company is listed as of the effective date of the Registration Statementthen listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange;
(ec) subject to Section 3, notify the Holders Purchaser at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement5(a);
(fd) as promptly as practicable after becoming aware of such event, notify each of the Holders Purchaser who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all such lawful action reasonable efforts to effect the withdrawal, rescission recission or removal of such stop order or other suspension;
(ge) cooperate with the Holders Purchaser to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Purchaser reasonably may request and registered in such names as any of the Holders Purchaser may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver pursuant to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counselPurchase Agreement;
(hf) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Purchaser of their its Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(jg) maintain a transfer agent and registrar for the its Common Stock.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Pro Net Link Corp), Common Stock Purchase Agreement (Pro Net Link Corp), Registration Rights Agreement (Pro Net Link Corp)
Registration Procedures. If and whenever 5.1 In the case of each registration effected by the Company is required by any of the provisions of pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActAgreement, the Company shall (except will keep each Holder advised in writing as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance initiation of each registration and cooperation as reasonably required with respect to each Registration Statementthe completion thereof and will, at its expense:
(a) use all reasonable efforts to keep such registration effective for a period of 180 days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that the Company will keep such registration effective for longer than 180 days if the costs and expenses associated with such extended registration are borne by the selling Holders;
(ib) prepare Prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement;
(c) Furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;
(d) Notify each seller of Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Act of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, 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 or incomplete in the light of the circumstances then existing;
(e) List all such Registrable Securities registered in such registration on each securities exchange or automated quotation system on which the Common Stock of the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementis then listed;
(f) after becoming aware Provide a transfer agent and registrar for all Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspensionregistration;
(g) cooperate with the Holders to facilitate the timely preparation and delivery Make available for inspection by any seller of certificates for the Registrable Securities to be offered Securities, any underwriter participating in any disposition pursuant to the Registration Statement such registration statement, and enable any attorney or accountant retained by any such certificates for the Registrable Securities to be in such denominations seller or amountsunderwriter, as the case may beall financial and other records, as any pertinent corporate documents and properties of the Holders reasonably may request and registered in such names as any of the Holders may request; andCompany, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected the Company's officers and directors to supply all information reasonably requested by the Company to deliver to the transfer agent for the Registrable Securities (any such seller, underwriter, attorney or accountant in connection with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counselregistration statement;
(h) take all Furnish to each selling Holder upon request a signed counterpart, addressed to each such other lawful actions selling Holder, of
(i) an opinion of counsel for the Company, dated the effective date of the registration statement in form reasonably necessary acceptable to expedite the Company and facilitate the disposition such counsel, and
(ii) comfort" letters signed by the Holders of their Registrable Securities in accordance with Company's independent public accountants who have examined and reported on the intended methods therefor provided Company's financial statements included in the prospectus which registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering such matters as are customary for issuers customarily covered in opinions of issuer's counsel and accountants' "comfort" letters delivered to perform under the circumstancesunderwriters in underwritten public offerings of securities;
(i) in the event Furnish to each selling Holder upon request a copy of an underwritten offering, promptly include all documents filed with and all correspondence from or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement Commission in connection with any such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendmentoffering; and
(j) maintain Make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
5.2 It shall be a transfer agent condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the Holders proposing to register Registrable Securities shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and registrar for their intended method of distribution of such Registrable Securities as the Common StockCompany shall reasonably request and as shall be required in connection with the action to be taken by the Company; provided that no Holder shall be required to make any representations or warranties to or agreements (other than a lock-up agreement pursuant to Section 11) with the Company or the underwriters, other than representations, warranties or agreements regarding the Holder, its Registrable Securities and its intended method of distribution and any other representation required by law.
5.3 In connection with the preparation and filing of each registration statement under this Agreement, the Company will give the Holders on whose behalf such Registrable Securities are to be registered and their underwriters, if any, and their respective counsel and accountants, the opportunity to review such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each such Holder such access to the Company's books and records and such opportunities to discuss the business of the Company with its officers, its counsel and the independent public accountants who have certified the Company's financial statements, as shall be necessary, in the opinion of such Holders or such underwriters or their respective counsel, in order to conduct a reasonable and diligent investigation within the meaning of the Securities Act.
Appears in 4 contracts
Samples: Registration Rights Agreement (Incentra Solutions, Inc.), Registration Rights Agreement (Incentra Solutions, Inc.), Registration Rights Agreement (Incentra Solutions, Inc.)
Registration Procedures. If and whenever the Company is required by any (a) In case of the provisions of Shelf Registration Statement effected by the Issuer subject to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActArticle 6, the Company Issuer shall (except keep the Investor, on behalf of each Holder, advised in writing as otherwise provided in this Agreement)to the initiation of such registration, and as expeditiously as possibleto the completion thereof. In addition, subject to Section 6.2 above, the Holders’ assistance and cooperation as reasonably required with respect Issuer shall, to each the extent applicable to the Shelf Registration Statement:
(a) (i) prepare and file with the Commission SEC such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such thereby during the period referred to in Section 6.2;
(ii) update, correct, amend and supplement the Shelf Registration Statement whenever any as necessary;
(iii) notify Holder when the Shelf Registration Statement is declared effective by the SEC, and furnish such number of the prospectuses and other documents incident thereto as Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities may reasonably request from time to time;
(iv) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions of the United States where an exemption is not available and as Holder may reasonably request to enable it to consummate the disposition in such jurisdiction of the Registrable Securities (provided that the 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 provision, or (ii) consent to general service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction where it is not already subject to taxation);
(v) notify Holder at any time in connection with when a registration statement pursuant prospectus relating to Rule 415 promulgated the Registrable Securities is required to be delivered under the Securities Act) and (ii) take all lawful action such that each , of (A) the happening of any event as a result of which the prospectus included in the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain contains an untrue statement of a material fact or omit to state a material omits any fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading and (B) the prospectus forming part of the Registration Statementmisleading, and at the request of Holder, the Issuer will as promptly as it reasonably deems practicable prepare a supplement or amendment to such prospectus, so that, as thereafter delivered to purchasers of such shares, such prospectus will not contain any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement statements of a material fact or omit to state a material any 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;
(ivi) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents cause all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned to be listed on each securities exchange on which similar securities issued by such Holder; the Issuer are then listed and (iii) provide to the Holders copies of any comments and communications obtain all necessary approvals from the Commission relating to the Registration Statement, if lawful to do soNasdaq Stock Market for trading thereon;
(cvii) register provide a transfer agent and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and registrar for all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of not later than the effective date of the Shelf Registration Statement; and
(viii) upon the sale of any Registrable Securities pursuant to the Shelf Registration Statement, if direct the listing transfer agent to remove all restrictive legends from all certificates or other instruments evidencing the Registrable Securities.
(b) Notwithstanding anything stated or implied to the contrary in Section 6.3(a) above, the Issuer shall not be required to consent to or otherwise to take any actions to facilitate any underwritten offering of such the Registrable Securities is then permitted under or to consent to any specific underwriter participating in any underwritten public offering of the rules of such markets;Registrable Securities.
(ec) notify Each Holder agrees that upon receipt of any notice from the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Issuer of the happening of any event of which it has knowledge as a result of which the prospectus included kind described in the Registration StatementSection 6.3(a)(v), as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales Holder will forthwith discontinue such Holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.3(a)(v) and, if so directed by the Issuer, will deliver to the Issuer at the Issuer's expense all copies, other than permanent file copies, then in such Holder's possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. Without limiting the foregoing, each Holder shall suspend, upon request of the Issuer, any disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities during any three periods (each, a "Blackout Period"), provided that no Blackout Period shall exceed sixty (60) days and there may only be two Blackout Periods during any twelve month period, when the Issuer determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure would be premature or would have an adverse effect on the Issuer.
(d) As a condition to the inclusion of its Registrable Securities in the Shelf Registration Statement;, each Holder shall furnish to the Issuer such information regarding such Holder and the distribution of Registrable Securities proposed by such Holder as the Issuer may request in writing.
(e) Each Holder hereby covenants with the Issuer (i) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied and (ii) if such Registrable Securities are to be sold by any method or in any transaction other than on the Nasdaq National Market or in privately negotiated transactions, or in a combination of such methods, to notify the Issuer at least five (5) business days prior to the date on which the Holder first offers to sell any such Registrable Securities by such method or in any such transaction and, in any event, the Holder will not sell Registrable Securities by such method or in such transaction unless the Issuer is reasonably satisfied that there is an appropriate description of such method or transaction in the Shelf Registration Statement.
(f) after becoming aware Except as required by law, all expenses incurred by the Issuer in complying with this Article 6, including but not limited to, all registration, qualification and filing fees, printing expenses, fees and disbursements of such eventcounsel and accountants for the Issuer, notify each blue sky fees and expenses (including fees and disbursements of counsel related to all blue sky matters) ("Registration Expenses") incurred in connection with any registration, qualification or compliance pursuant to this Article 6 shall be borne by the Holders who holds Issuer. All underwriting discounts and selling commissions applicable to a sale incurred in connection with any registration of Registrable Securities being sold (or, in and the event legal fees and other expenses of an underwritten offering, the managing underwriters) of the issuance a Holder shall be borne by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common StockHolder.
Appears in 4 contracts
Samples: Subscription Agreement (Lendingtree Inc), Subscription Agreement (Lendingtree Inc), Subscription Agreement (Lendingtree Inc)
Registration Procedures. If and whenever In the Company is required by any case of the provisions of this Agreement to effect the each registration of any of the Registrable Securities under the Securities Acteffected pursuant to Sections 1.3 and 1.4 hereof, the Company Oragenics shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementuse its commercially reasonable efforts to:
(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred twenty (i120) days, or until the completion of the distribution of the Registrable Securities, whichever comes first.
(b) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement for up to one hundred twenty (120) days;
(c) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;
(d) notify each Holder of Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Act of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and and, at the Company shall request of any Holder, prepare and file furnish to such Holder a curative reasonable number of copies of a supplement to or an amendment under Section 6(a) of such prospectus as quickly may be necessary so that, as reasonably possible thereafter delivered to the purchasers of such Registrable 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 or incomplete in the light of the circumstances then existing; provided, however, Oragenics shall not be obligated to prepare and during furnish any such periodprospectus supplements or amendments relating to any material nonpublic information at any such time as the Board of Directors of Oragenics has determined that, for good business reasons, the Holders disclosure of such material nonpublic information at that time is contrary to the best interests of Oragenics in the circumstances and is not otherwise required under applicable law (including applicable securities laws); and provided, further, such obligation shall not make any sales continue until the earlier of (i) the sale of all Registrable Securities registered pursuant to the Registration Statement;registration statement of which the prospectus forms a part or (ii) withdrawal of such registration statement.
(e) 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 each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
(f) after becoming aware use its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance jurisdictions as shall be reasonably requested by the Commission Holders; provided, however, 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 stop order such states or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;jurisdictions.
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the cause all such Registrable Securities registered pursuant hereunder to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be listed on each securities exchange and/or included in such denominations any national quotation system on which similar securities issued by Oragenics are then listed or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counselincluded;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the Common Stockeffective date of such registration; and
(i) otherwise use its 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 at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
Appears in 4 contracts
Samples: Registration Rights Agreement (Oragenics Inc), Registration Rights Agreement (Oragenics Inc), Registration Rights Agreement (Oragenics Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may proposepropose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents); (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such HolderInvestor; and (iii) provide to the Holders each Investor copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, subject to Section 3(g), and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably commercially possible and during such period, the Holders Investors shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 3 contracts
Samples: Convertible Debentures and Warrants Purchase Agreement (Calypte Biomedical Corp), Registration Rights Agreement (Calypte Biomedical Corp), Convertible Debentures and Warrants Purchase Agreement (Calypte Biomedical Corp)
Registration Procedures. If and whenever In connection with the obligations of the Company is required by with respect to any of the provisions of registration pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActAgreement, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementshall:
(a) prepare and file with the Commission, as specified in this Agreement, each Registration Statement, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith, and use its commercially reasonable efforts to cause any Mandatory Registration Statement to become and remain effective as set forth in Section 2(a)(i) hereof; provided, however, that the Company shall not be required to cause any Piggyback Registration Statement to become or remain effective;
(b) subject to Section 4(i) hereof, (i) prepare and file with the Commission such amendments and supplements post-effective amendments to the each such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period described in Section 4(a) hereof, (ii) cause each Prospectus contained therein to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the Securities Act, and (iii) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof;
(c) furnish to the Holders, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares; the Company hereby consenting to the use of such Prospectus, including each preliminary Prospectus, by the Holders, if any, in connection with the offering and sale of the Registrable Shares covered by any such Prospectus;
(d) use its commercially reasonable efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Securities Shares by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such domestic jurisdictions as any Holder covered by a Registration Statement shall reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Registration Statement is required to be kept effective pursuant to Section 4(a) and do any and all other acts and things that may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Shares owned by such Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Section 4(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) submit to the general service of process in any such jurisdiction;
(e) use its commercially reasonable efforts to cause all Registrable Shares covered by such Registration Statement whenever to be registered and approved by such other domestic governmental agencies or authorities, if any, as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable Shares;
(f) notify each Holder with Registrable Shares covered by a Registration Statement promptly and, if requested by any of the Holder shall desire to sell or otherwise dispose of the same such Holder, confirm such advice in writing (including prospectus i) when such Registration Statement has become effective and when any post-effective amendments and supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and thereto become effective, (ii) take all lawful action of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that each purpose, (iii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or related Prospectus or for additional information, and (Aiv) of the happening of any event during the period such Registration Statement is effective as a result of which such Registration Statement or the related Prospectus or any document incorporated by reference therein contains any 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 (which information shall be accompanied by an instruction to suspend the use of the Registration Statement and the Prospectus until the requisite changes have been made);
(g) during the period of time referred to in Section 4(a) above, use its commercially reasonable efforts to avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of a Registration Statement or suspending the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, as promptly as practicable;
(h) upon request, furnish to each requesting Holder with Registrable Shares covered by a Registration Statement, without charge, at least one conformed copy of such Registration Statement and any post-effective amendment or supplement thereto does not(without documents incorporated therein by reference or exhibits thereto, when it becomes effectiveunless requested);
(i) except as provided in Section 5, upon the occurrence of any event contemplated by Section 4(f)(iv), use its commercially reasonable efforts to promptly prepare a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, such Prospectus will not contain an 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading, and, upon request, promptly furnish to each requesting Holder a reasonable number of copies of each such supplement or post-effective amendment;
(j) if requested by the representative of the underwriters, if any, or any Holders of Registrable Shares being sold in connection with an Underwritten Offering, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such material information as the representative of the underwriters, if any, or such Holders indicate relates to them or otherwise reasonably request be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
(k) in the case of an Underwritten Offering, use its commercially reasonable efforts to furnish or caused to be furnished to each Holder of Registrable Shares covered by such Registration Statement and the underwriters a signed counterpart, addressed to each such Holder and the underwriters, of: (i) an opinion of counsel for the Company, dated the date of each closing under the underwriting agreement, reasonably satisfactory to the underwriters; and (ii) a “comfort” letter, dated the effective date of such Registration Statement and the date of each 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 with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants’ letters delivered to underwriters in underwritten public offerings of securities, and such other financial matters as the underwriters may reasonably request and customarily obtained by underwriters in underwritten offerings; provided that, in order to be an addressee of the comfort letter, each Holder may be required to confirm that it is in the category of persons to whom a comfort letter may be delivered in accordance with applicable accounting literature;
(l) enter into customary agreements (including in the case of an Underwritten Offering, an underwriting agreement in customary form) and take all other action in connection therewith in order to expedite or facilitate the distribution of the Registrable Shares included in such Registration Statement and, in the case of an Underwritten Offering, make representations and warranties to the underwriters in such form and scope as are customarily made by issuers to underwriters in underwritten offerings consistent with representations and warranties made by the Company in public or private offerings and confirm the same to the extent customary if and when requested;
(m) in connection with an Underwritten Offering, use its commercially reasonable efforts to make available for inspection by the representative of any underwriters participating in any disposition pursuant to a Registration Statement, all financial and other records, pertinent corporate documents and properties of the Company and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representatives, the representative of the underwriters, counsel thereto or accountants in connection with a Registration Statement; provided, however, that such records, documents or information that the Company determines, in good faith, to be confidential and notifies such representatives, representative of the underwriters, counsel thereto or accountants are confidential shall not be disclosed by the representatives, representative of the underwriters, counsel thereto or accountants unless (i) the disclosure of such records, documents or information is necessary to avoid or correct a misstatement or omission in a Registration Statement or Prospectus, (ii) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents or information have been generally made available to the public; provided further, that to the extent practicable, the foregoing inspection and information gathering shall be coordinated on behalf of the Holders and the other parties entitled thereto by one counsel designated by and on behalf of the Holders and the other parties, which counsel the Company determines in good faith is reasonably acceptable;
(n) use its commercially reasonable efforts (including, without limitation, seeking to cure in the Company’s listing or inclusion application any deficiencies cited by the exchange or market) to list or include all Registrable Shares on any securities exchange or the Nasdaq Stock Market on which the Common Stock is then listed or included;
(o) prepare and file in a timely manner all documents and reports required by the Exchange Act and, to the extent the Company’s obligation to file such reports pursuant to Section 15(d) of the Exchange Act expires prior to the filing with expiration of the Commission effectiveness period of any the Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c4(a) hereof, the Company shall register the Registrable Shares under the Exchange Act and reflect shall maintain such registration through the effectiveness period required by Section 4(a) hereof;
(p) (i) otherwise use its commercially reasonable efforts to comply in such documents all such comments as material respects with all applicable rules and regulations of the Holders (and their counsel) reasonably may propose; Commission, (ii) furnish make generally available to each its stockholders, as soon as reasonably practicable, earnings statements covering at least 12 months that satisfy the provisions of Section 11(a) of the Holders such numbers of copies of a prospectus including a preliminary prospectus Securities Act and Rule 158 thereunder, and (iii) delay filing any Registration Statement or any Prospectus or amendment or supplement to such Registration Statement or Prospectus to which any prospectus, as applicable, Holder of Registrable Shares covered by any Registration Statement shall have reasonably objected on the grounds that such Registration Statement or Prospectus or amendment or supplement does not comply in conformity all material respects with the requirements of the Securities Act, such Holder having been furnished with a copy thereof at least two Business Days prior to the filing thereof, provided that the Company may file such Registration Statement or Prospectus or amendment or supplement following such time as the Company shall have made a good faith effort to resolve any such issue with the objecting Holder and shall have advised the Holder in writing of its reasonable belief that such other documents, as any filing complies in all material respects with the requirements of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soAct;
(cq) register cause to be maintained a registrar and qualify the transfer agent for all Registrable Securities Shares covered by the any Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), from and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of after a date not later than the effective date of the such Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;; and
(er) notify the Holders at in connection with any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, sale or transfer of the happening of any event of which it has knowledge as Registrable Shares (whether or not pursuant to a Registration Statement) that will result of which the prospectus included in the Registration Statementsecurities being delivered no longer constituting Registrable Shares, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates for representing the Registrable Securities Shares to be offered pursuant sold, which certificates shall not bear any transfer restrictive legends (other than as required by the Company’s charter), and to the Registration Statement and enable such certificates for the Registrable Securities Shares to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any the representative of the underwriters, if any, or the Holders may request; andrequest at least three Business Days prior to any sale of the Registrable Shares. The Company may require the Holders to furnish to the Company such information regarding the proposed distribution by such Holder as the Company may from time to time reasonably request in writing or as shall be required to effect the registration of the Registrable Shares, within three Trading Days after and no Holder shall be entitled to be named as a selling stockholder in any Registration Statement and no Holder shall be entitled to use the Prospectus forming a part thereof if such Holder does not provide such information to the Company. Each Holder further agrees to furnish promptly to the Company in writing all information required from time to time to make the information previously furnished by such Holder not misleading. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f)(ii), 4(f)(iii) or 4(f)(iv) hereof, such Holder will immediately discontinue disposition of Registrable Shares pursuant to a Registration Statement which includes Registrable Securities until (i) any such stop order is declared effective vacated or (ii) if an event described in Section 4(f)(iii) or 4(f)(iv) occurs, such Holder’s receipt of the copies of the supplemented or amended Prospectus. If so directed by the CommissionCompany, deliver and cause legal counsel selected by the Company to such Holder will deliver to the transfer agent for Company (at the reasonable expense of the Company) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities (with copies to Shares current at the Holders) an appropriate instruction and, to the extent necessary, an opinion time of receipt of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stocknotice.
Appears in 3 contracts
Samples: Registration Rights Agreement (Petrohawk Energy Corp), Registration Rights Agreement (Petrohawk Energy Corp), Registration Rights Agreement (Petrohawk Energy Corp)
Registration Procedures. If and whenever the Company is required by any of Subject to the provisions of this Agreement to effect Section 3.01 hereof, in connection with the registration of the sale of Registrable Securities hereunder, the Company will as promptly as reasonably practicable:
(a) furnish to the Investor, if requested, prior to the filing of a Registration Statement, copies of such Registration Statement as is proposed to be filed, and thereafter such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), any and all transmittal letters or other correspondence with the SEC relating to the Registration Statement and such other documents as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities Securities;
(b) notify the Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the Company shall (except happening of any event as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and a result of which the prospectus used included in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain contains an untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (B) the Company will prepare a supplement or amendment to such prospectus forming part so that, as thereafter delivered to the purchasers of the Registration StatementRegistrable Securities, and any amendment or supplement thereto, does such prospectus will not at any time during the Registration Period include contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ic) prior enter into customary agreements (including an underwriting agreement in customary form that is reasonably satisfactory to the filing with the Commission of any Registration Statement (including any amendments theretoCompany) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof use commercially reasonable efforts to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and take such other documents, actions as any of the Holders may are reasonably request required in order to expedite or facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderSecurities;
(d) list make available for inspection by the Investor, any Underwriter participating in any disposition pursuant to such Registrable Securities on Registration Statement, and any attorney for the markets where Investor and the Common Stock Underwriter and any accountant or other agent retained by the Investor or any such Underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Registration Statement; provided, however, that (i) Records and information obtained hereunder shall be used by such Inspector only to exercise their due diligence responsibility, (ii) Records or information that the Company determines, in good faith, to be confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records or information is listed necessary to avoid or correct a material misstatement or omission in the Registration Statement or (y) the release of such Records or information is ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction and (iii) the Company may require, as a condition to the provision to any Inspector of any Records, that such Inspector execute and deliver to the Company a written agreement, in form and substance reasonably satisfactory to the Company, pursuant to which such Inspector agrees to the confidential treatment of such Records;
(e) use commercially reasonable efforts to obtain and deliver to the Underwriters and the Investor a comfort letter from the independent public accountants for the Company in customary form and covering such matters of the type customarily covered by comfort letters as such Underwriters and the Investor may reasonably request;
(f) use commercially reasonable efforts to obtain and deliver to the Underwriters and the Investor a 10b-5 statement and legal opinions from the Company’s counsel in customary form and covering such matters as customarily covered by 10b-5 statements and legal opinions as such Underwriters and the Investor may reasonably request;
(g) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, within the required time period, an earnings statement covering a period of twelve months, beginning with the first fiscal quarter after the effective date of the Registration Statement, if Statement (as the listing of such Registrable Securities term “effective date” is then permitted under the rules of such markets;
(edefined in Rule 158(c) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act), which earnings statement shall satisfy the provisions of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters11(a) of the issuance by the Commission of Securities Act and Rule 158 thereunder or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;successor provisions thereto; and
(gh) cooperate with the Holders use commercially reasonable efforts to facilitate the timely preparation and delivery of certificates for the cause all Registrable Securities to be offered pursuant to listed or quoted on the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations exchange or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement automated quotation system on which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected similar securities issued by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include listed or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stockquoted.
Appears in 3 contracts
Samples: Vessel Acquisition Agreement (DHT Holdings, Inc.), Investor Rights Agreement (DHT Holdings, Inc.), Investment Agreement (DHT Holdings, Inc.)
Registration Procedures. If and whenever the Company is required by any (a) In case of the provisions of Shelf Registration Statement effected by the Issuer subject to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActArticle 6, the Company Issuer shall (except keep the Investor, on behalf of each Holder, advised in writing as otherwise provided in this Agreement)to the initiation of such registration, and as expeditiously as possibleto the completion thereof. In addition, subject to Section 6.2 above, the Holders’ assistance and cooperation as reasonably required with respect Issuer shall, to each the extent applicable to the Shelf Registration Statement:
(a) (i) prepare and file with the Commission SEC such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration, effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement whenever any of thereby during the Holder shall desire period referred to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) Section 6.2, and (ii) take all lawful action such that each of (A) the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (B) the prospectus forming part of the Registration Statementprospectus, and any amendment or supplement thereto, does not at any time during the Registration Period while it is effective 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, in light of the circumstances under which they were made, not misleading;
(iii) prior to update, correct, amend and supplement the filing with the Commission of any Shelf Registration Statement as necessary;
(including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (iiiii) furnish to each such number of the Holders such numbers of copies of a prospectus prospectuses, including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Actprospectuses, and such other documents, documents incident thereto as any of the Holders Holder may reasonably request in order from time to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do sotime;
(civ) use its commercially reasonable efforts to register and or qualify the such Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall United States where an exemption is not available and as Holder may reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder it to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by (provided that the 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 provision, or (ii) consent to general service of process in any such Holderjurisdiction, or (iii) subject itself to taxation in any jurisdiction where it is not already subject to taxation);
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(ev) notify the Holders Holder at any time when a prospectus relating thereto covered by to the Registration Statement Registrable Securities is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Shelf Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Issuer shall as promptly as commercially reasonable prepare a supplement or amendment to such prospectus, so that, as thereafter delivered to purchasers of such shares, such prospectus will not contain any untrue statements of a material fact or omit to state any fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(vi) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Issuer are then existing, listed and obtain all necessary approvals from the Company shall prepare AMEX for trading thereon;
(vii) provide a transfer agent and file a curative amendment under Section 6(aregistrar for all such Registrable Securities not later than the effective date of the Shelf Registration Statement;
(viii) as quickly as reasonably possible and during such period, upon the Holders shall not make sale of any sales of Registrable Securities pursuant to the Shelf Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to direct the transfer agent for to remove all restrictive legends from all certificates or other instruments evidencing the Registrable Securities (with copies to the Holders) an appropriate instruction Securities; and, to the extent necessary, an opinion of such counsel;
(hix) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Holder of their its Registrable Securities in accordance with the intended methods therefor therefore provided in the prospectus which are customary for issuers to perform under the circumstances;.
(ib) Notwithstanding anything stated or implied to the contrary in Section 6.3(a) above, the Issuer shall not be required to consent to any underwritten offering of the Registrable Securities or to any specific underwriter participating in any underwritten public offering of the Registrable Securities.
(c) Each Holder agrees that upon receipt of any notice from the Issuer of the happening of any event of an underwritten offeringthe kind described in Section 6.3(a)(v), promptly include or incorporate in a prospectus supplement or post-effective amendment such Holder will forthwith discontinue such Holder’s disposition of Registrable Securities pursuant to the Registration Statement registration statement relating to such information as Registrable Securities until such Holder’s receipt of the managers reasonably agree should be included therein and copies of the supplemented or amended prospectus contemplated by Section 6.3(a)(v) and, if so directed by the Issuer, will deliver to which the Company does not reasonably object and make Issuer at the Issuer’s expense all required filings copies, other than permanent file copies, then in such Holder’s possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; andnotice.
(jd) maintain a transfer agent Except as required by law, all expenses incurred by the Issuer in complying with this Article 6, including but not limited to, all registration, qualification and registrar filing fees, printing expenses, fees and disbursements of counsel and accountants for the Common StockIssuer, blue sky fees and expenses (including fees and disbursements of counsel related to all blue sky matters) (“Registration Expenses”) incurred in connection with any registration, qualification or compliance pursuant to this Article 6 shall be borne by the Issuer. All underwriting discounts and selling commissions applicable to a sale incurred in connection with any registration of Registrable Securities and the legal fees and other expenses of a Holder shall be borne by such Holder.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Axesstel Inc), Stock Purchase Agreement (Axesstel Inc), Stock Purchase Agreement (Axesstel Inc)
Registration Procedures. If and whenever In the case of each registration effected by ----------------------- the Company is required by any of the provisions of pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActAgreement, the Company shall (except will keep each Holder who is entitled to registration rights hereunder advised in writing as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance initiation of each registration and cooperation as reasonably required with respect to each Registration Statementthe completion thereof. At its expense, the Company will:
(a) Except as otherwise provided herein, keep such registration effective for a period of six months or until such Holders, if any, have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, such six month period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;
(ib) prepare Prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement;
(c) Furnish such number of prospectuses and other documents incident thereto, including supplements and amendments, as a Holder may reasonably request;
(d) Notify each seller of Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant at any time when a prospectus relating thereto is required to Rule 415 promulgated be delivered under the Securities Act) and (ii) take all lawful action Act of the happening of any event as a result of which the prospectus included in such that each of (A) the Registration Statement and any amendment thereto does notregistration statement, when it becomes effectiveas then in effect, contain includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading or incomplete in the light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statementthen existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment or supplement theretoof such prospectus as may be necessary so that, does as thereafter delivered to the purchaser of such shares, such prospectus shall not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and ;
(e) Cause all such Registrable Securities to be listed on each securities exchange or interdealer quotation system on which the same securities issued by the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementare then listed;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain Provide a transfer agent and registrar for all such Registrable Securities and a CUSIP number for all such Registrable Securities not later than the Common Stock.effective date of such registration;
(g) Make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney or accountant 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 and directors to supply all information reasonably requested by any such seller, underwriter, attorney or accountant in connection with such registration statement; provided, however, that such seller, underwriter, attorney or accountant shall agree to hold in confidence and trust all information so provided;
(h) Furnish to each selling Holder a signed counterpart, addressed to the selling Holder, of
(i) an opinion of counsel for the Company, dated the effective date of the registration statement, and
Appears in 3 contracts
Samples: Stockholder Rights Agreement (Covad Communications Group Inc), Stockholder Rights Agreement (Covad Communications Group Inc), Stockholder Rights Agreement (Covad Communications Group Inc)
Registration Procedures. If In connection with any Registration Statement and whenever the Company is any related Prospectus required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActAgreement, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementshall:
(a) (i) prepare and file with the Commission such amendments and supplements to the SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and the prospectus used in connection therewith as may be necessary use its commercially reasonable efforts to keep such Registration Statement continuously effective and to comply with provide all requisite financial statements for the provisions period specified in Sections 2, 3 or 4 of this Agreement, as applicable. Upon the Securities Act with respect to the sale or other disposition occurrence of all Registrable Securities covered by any event that would cause any such Registration Statement whenever any of or the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of Prospectus contained therein (A) the Registration Statement and any amendment thereto does not, when it becomes effective, to contain an untrue statement of a material fact or omit to state a 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 or (B) not to be effective and usable for resale of Registrable Securities during the prospectus forming part period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement curing such defect, and, if SEC review is required, use its commercially reasonable efforts to cause such amendment to be declared effective by the SEC as soon as practicable;
(b) prepare and file with the SEC such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Sections 2, 3 or 4 hereof, as the case may be; 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, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;
(c) promptly notify the selling Holders of Registrable Securities and the managing underwriter, if any, and (if requested by any such Person) confirm such advice in writing,
(1) when the Prospectus or any supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective,
(2) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information,
(3) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose,
(4) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and
(5) of the existence of any fact or the happening of any event which results in the Registration Statement, and the Prospectus or any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned document incorporated therein by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holderreference containing a Misstatement;
(d) list such Registrable Securities on make every commercially reasonable effort to obtain the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening withdrawal or lifting of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of suspending the effectiveness of the Registration Statement at the earliest possible time time;
(e) if requested by the managing underwriter or a Holder of Registrable Securities being sold in connection with an underwritten offering, promptly incorporate in a supplement or post-effective amendment such information as the managing underwriter and take the Holders of a majority of the Registrable Securities being sold agree should be included therein relating to the sale of the Registrable Securities, including, without limitation, information with respect to the number of shares of Registrable Securities being sold to underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all lawful action to effect the withdrawal, rescission or removal required filings of such stop order supplement or other suspensionpost-effective amendment as soon as notified of the matters to be incorporated in such supplement or post-effective amendment;
(f) furnish to each selling Holder of Registrable Securities and the managing underwriter, without charge, before filing with the SEC, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (not including any Form 8-K, Form 10-Q, Form 10-K or Proxy Statement incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of three Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (not including any Form 8-K, Form 10-Q, Form 10-K or Proxy Statement incorporated by reference after the initial filing of such Registration Statement) to which such Holders shall reasonably object within three Business Days after the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a Misstatement or fails to comply with the applicable requirements of the Securities Act;
(g) furnish to each Holder of Registrable Securities and the managing underwriter, without charge, at least one copy of the Registration Statement, as first filed with the SEC, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);
(h) deliver to each selling Holder of Registrable Securities and the underwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary prospectus) by each of the selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus (or preliminary prospectus) in accordance with applicable law and the disclosure set forth in such Prospectus);
(i) prior to any public offering of Registrable Securities, register or qualify or cooperate with the selling Holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or underwriters may designate in writing and do anything else reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(j) cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates for not bearing any restrictive legends representing the Registrable Securities to be offered pursuant to the Registration Statement sold and enable cause such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as the managing underwriter may reasonably request at least three business days prior to any sale of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for underwriters;
(k) cause the Registrable Securities (covered by the Registration Statement to be registered with copies or approved by such other governmental agencies or authorities as may be necessary to enable the Holders) an appropriate instruction andseller or sellers thereof or the underwriters, if any, to consummate the extent necessary, an opinion disposition of such counselRegistrable Securities;
(hl) take all such other lawful actions reasonably necessary to expedite and facilitate if the disposition by Registration Statement or the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offeringProspectus contains a Misstatement, promptly include or incorporate in prepare a prospectus supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not contain a Misstatement;
(m) cause all Registrable Securities covered by the Registration Statement to be listed on the New York Stock Exchange;
(n) provide a CUSIP number for all Registrable Securities not later than the effective date of the Registration Statement;
(o) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter of such information offering and perform all other action as are customary in such an underwritten public offering, including reasonable participation of senior management in a "road show."
(p) enter into such agreements (including an underwriting agreement) and do anything else reasonably necessary or advisable in order to expedite or facilitate the managers reasonably agree should be included therein disposition of such Registrable Securities in accordance with applicable law and the disclosure set forth in the applicable Registration Statement, and in such connection, whether or not the registration is an underwritten registration:
(1) make such representations and warranties to which the Holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings;
(2) obtain opinions of counsel to the Company does not and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably object satisfactory to the managing underwriter, if any, and make all required filings the Holders of such prospectus supplement or post-effective amendment as soon as practicable after it is notified a majority of the Registrable Securities being sold) addressed to each selling Holder and the underwriter, if any, covering the matters customarily covered in opinions delivered to underwriters in primary underwritten offerings and such other matters as may be reasonably requested by such Holders or underwriters;
(3) obtain comfort letters and updates thereof from the Company's independent certified public accountants addressed to the selling Holders of Registrable Securities registered thereunder and the underwriters, if any, such letters to be included or incorporated in such prospectus supplement or post-effective amendmentcustomary form and covering matters of the type customarily covered in comfort letters by underwriters in connection with underwritten offerings; and
(j4) maintain deliver such documents and certificates as may be reasonably requested by the Holders of a transfer agent majority of the Registrable Securities being sold and registrar the managing underwriter, if any, to evidence compliance with clause (1) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement;
(q) following reasonable advance notice, make available for inspection by representatives of the Common StockHolders of a majority of the Registrable Securities being sold, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney or accountant retained by the sellers or any such underwriter, all relevant financial and other records and pertinent corporate documents and properties of the Company, as shall be reasonably deemed necessary the such Holder, and cause the Company's officers, directors and employees to supply all relevant information, reasonably requested by any such selling Holder, underwriter, attorney or accountant in connection with the Registration as is customary for similar due diligence examinations during normal business hours at the offices where such information is normally kept; provided that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such Persons unless disclosure of such records, information or documents is required by court or administrative order; and
(r) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, 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 (or 90 days, if such period is a fiscal year) (x) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in an underwritten offering, or, if not sold to underwriters in such an offering, (y) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statements shall cover said 12-month periods. Notwithstanding anything set forth in this Agreement, the Company shall have the right once per calendar year to delay the filing of a Registration Statement pursuant to this Agreement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding thirty (30) days) if the Company furnishes to the selling Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined in good faith that effecting such registration or offering at such time would adversely affect a material financing, acquisition or disposition of assets, distribution rights or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company.
Appears in 3 contracts
Samples: Registration Rights Agreement (Tc Group LLC), Registration Rights Agreement (Aviall Inc), Registration Rights Agreement (Tc Group LLC)
Registration Procedures. If and whenever the Company is required by any of Subject to the provisions of this Agreement to effect Sections 7.01 and 7.02 hereof, in connection with the registration of the sale of Registrable Securities hereunder, the Company will as promptly as reasonably practicable:
(a) furnish to the Investors holding Registrable Securities, if requested, prior to the filing of the applicable Registration Statement, copies of such applicable Registration Statement as is proposed to be filed, and thereafter such number of copies of such applicable Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus, any and all transmittal letters or other correspondence with the SEC relating to the applicable Registration Statement and such other documents as the Investors may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities Securities;
(b) notify each Investor, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to happening of any event as a result of which the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain Prospectus contains an untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (B) the prospectus forming part Company will prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the Registration StatementRegistrable Securities, and any amendment or supplement thereto, does such Prospectus will not at any time during the Registration Period include contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ic) prior use commercially reasonable efforts to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders take such actions as are reasonably required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to expedite or facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderSecurities;
(d) list make available for inspection by the Investors holding Registrable Securities, any Underwriter participating in any disposition pursuant to such Registrable Securities on applicable Registration Statement, and any attorney for such Investors and the markets where Underwriter and any accountant or other agent retained by such Investors or any such Underwriter (collectively, the Common Stock “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company and its Subsidiaries to supply all information reasonably requested by any such Inspector in connection with such applicable Registration Statement; provided, however, that (i) Records and information obtained hereunder shall be used by such Inspector only to exercise their due diligence responsibility, (ii) Records or information that the Company determines, in good faith, to be confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records or information is listed necessary to avoid or correct a material misstatement or omission in the Registration Statement or (y) the release of such Records or information is ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction and (iii) the Company may require, as a condition to the provision to any Inspector of any Records, that such Inspector execute and deliver to the Company a written agreement, in form and substance reasonably satisfactory to the Company, pursuant to which such Inspector agrees to the confidential treatment of such Records;
(e) in connection with an underwritten offering pursuant to Section 7.02, enter into a customary underwriting agreement that is reasonably acceptable to the Company and use commercially reasonable efforts to obtain and deliver to the applicable Underwriters and the applicable Investors a comfort letter, legal opinions and a 10b-5 statement as set forth in such underwriting agreement;
(f) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, within the required time period, an earnings statement covering a period of twelve months, beginning with the first fiscal quarter after the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the applicable Registration Statement (as the term “effective date” is required to be delivered defined in Rule 158(c) under the Securities Act), which earnings statement shall satisfy the provisions of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters11(a) of the issuance by the Commission of Securities Act and Rule 158 thereunder or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;successor provisions thereto; and
(g) cooperate with the Holders use commercially reasonable efforts to facilitate the timely preparation and delivery of certificates for the cause all Registrable Securities to be offered pursuant to listed or quoted on the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations exchange or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement automated quotation system on which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected similar securities issued by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include listed or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stockquoted.
Appears in 3 contracts
Samples: Securities Purchase Agreement (DHT Holdings, Inc.), Stock Purchase Agreement (DHT Holdings, Inc.), Stock Purchase Agreement (DHT Holdings, Inc.)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration StatementAbraxas shall:
(a) (i) prepare so long as a Limited Partner holds Merger Shares, provide copies to and file with permit single legal counsel designated by the Commission such amendments and supplements Limited Partners to review the Registration Statement and the prospectus used in connection therewith as may be necessary all amendments and supplements thereto, no fewer than three (3) business days prior to keep such Registration Statement effective and to comply their filing with the provisions SEC, and not file any Registration Statement, amendment or supplement thereto to which a holder of the Securities Act Merger Shares reasonably objects in writing within such three (3) business day period;
(b) furnish to the Limited Partners with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time Merger Shares included in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement such number of a material fact or omit to state a 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 (B) the prospectus forming part copies of the Registration Statement, Prospectuses and any amendment or supplement theretopreliminary Prospectuses (“Preliminary Prospectuses” and individually, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i“Preliminary Prospectus”) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, Act and such other documents, documents as any of the Holders Limited Partners may reasonably request request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities owned Merger Shares by such Holderthe Limited Partners; and (iii) provide provided, however, that the obligation of Abraxas to deliver copies of Prospectuses or Preliminary Prospectuses to the Holders copies Limited Partners shall be subject to the receipt by Abraxas of any comments and communications reasonable assurances from the Commission relating to Limited Partners that the Registration Statement, if lawful to do so;
(c) register Limited Partners will comply with the applicable prospectus delivery requirements under the Securities Act and qualify the Registrable Securities covered by the Registration Statement under of such other securities or blue sky laws as may be applicable in connection with any use of such jurisdictions as any Prospectuses or Preliminary Prospectuses by the Limited Partners;
(c) file documents required of Abraxas for customary blue sky clearance in states specified in writing by the Limited Partners and use its commercially reasonable efforts to maintain such blue sky qualifications during the period Abraxas is required to maintain the effectiveness of the Holders Registration Statement pursuant to Section 5.1(b); provided, however, that Abraxas shall reasonably request (subject not be required to the limitations set forth qualify to do business or consent to service of process in Section 4(c) above), and do any and all other acts and things jurisdiction in which may be necessary it is not now so qualified or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holderhas not so consented;
(d) list such Registrable Securities on promptly notify the markets where the Common Stock Limited Partners after it receives notice of the Company is listed as of the effective date of time when the Registration StatementStatement has been declared effective by the SEC, if or when a supplement or amendment to any Registration Statement has been filed with the listing of such Registrable Securities is then permitted under the rules of such marketsSEC;
(e) notify advise the Holders Limited Partners, promptly: (i) after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order 5530151v.11 should be issued; and (ii) at any time when a prospectus Prospectus relating thereto covered by to the Registration Statement Merger Shares is required to be delivered under the Securities Act, of upon discovery that, or upon the happening of any an event of which it has knowledge as a result of which which, the prospectus Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such eventupon request and subject to appropriate confidentiality obligations, notify furnish to each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission Limited Partner copies of any stop order and all transmittal letters or other suspension of correspondence with the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission SEC or removal of such stop order any other governmental agency or self-regulatory body or other suspensionbody having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Merger Shares;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may beof an Underwritten Offering, as any of the Holders reasonably may request and registered in such names as any of the Holders may furnish upon request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holdersi) an appropriate instruction and, to the extent necessary, an opinion of counsel for Abraxas dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto, and a letter of like kind dated the date of the closing under the underwriting agreement, and (ii) a “cold comfort” letter, dated the date of the applicable registration statement or the date of any amendment or supplement thereto and a letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified Abraxas’ financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “cold comfort” letter shall be in customary form and covering substantially the same matters with respect to such counselregistration statement (and the prospectus and any prospectus supplement included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities and such other matters as such underwriters or Limited Partners may reasonably request;
(h) take otherwise use its commercially reasonable efforts to comply with all such other lawful actions applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably necessary to expedite practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstancesRule 158 promulgated thereunder;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment make available to the Registration Statement appropriate representatives of the managing underwriter and Limited Partners access to such information and Abraxas personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the managers reasonably agree should be included therein Securities Act; provided, however, that Abraxas need not disclose any such information to any such representative unless and until such representative has entered into or is otherwise subject to which a confidentiality agreement with Abraxas satisfactory to Abraxas;
(j) cause all the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters Merger Shares registered pursuant to this Agreement to be included listed on each securities exchange or incorporated in such prospectus supplement or post-effective amendmentnationally recognized quotation system on which similar securities issued by Abraxas are then listed; and
(jk) maintain if any Limited Partner could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the registration statement in respect of any registration of Merger Shares of any Limited Partner pursuant to this Agreement, and any amendment or supplement thereof (any such registration statement or amendment or supplement a transfer agent “Limited Partner Underwriter Registration Statement”), then Abraxas will cooperate with such Limited Partner in allowing such Limited Partner to conduct customary “underwriter’s due diligence” with respect to Abraxas and registrar satisfy its obligations in respect thereof. In addition, at any Limited Partner’s request, Abraxas will furnish to such Limited Partner, on the date of the effectiveness of any Limited Partner Underwriter Registration Statement and thereafter from time to time on such dates as such Limited Partner may reasonably request, (i) a letter, dated such date, from Abraxas’ independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to such Limited Partner, and (ii) an opinion, dated as of such date, of counsel representing Abraxas for purposes of such Limited Partner Underwriter Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, including standard “10b-5” assurances for such offering, addressed to such Limited Partner. Abraxas will also permit legal counsel to such Limited Partner to review and comment upon any such Limited Partner Underwriter Registration Statement at least five (5) business days prior to its filing with the Common StockSEC and all amendments and supplements to any such Limited Partner Underwriter Registration Statement within a reasonable number of days prior to their filing with the SEC and not file any Limited Partner Underwriter Registration Statement or amendment or supplement thereto in a form to which such Limited Partner’s legal counsel reasonably objects.
Appears in 3 contracts
Samples: Voting, Registration Rights & Lock Up Agreement (Abraxas Petroleum Corp), Voting, Registration Rights & Lock Up Agreement (Abraxas Petroleum Corp), Voting, Registration Rights & Lock Up Agreement (Abraxas Petroleum Corp)
Registration Procedures. If and whenever the Company is required by any (a) In case of the provisions of Shelf Registration Statement effected by the Issuer subject to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActSection 6, the Company Issuer shall (except keep the Investor, on behalf of Holder, advised in writing as otherwise provided in this Agreement)to the initiation of such registration, and as expeditiously as possibleto the completion thereof. In addition, subject to Section 6.2 above, the Holders’ assistance and cooperation as reasonably required with respect Issuer shall, to each the extent applicable to the Shelf Registration Statement:
(a) (i) prepare and file with the Commission SEC such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration continuously effective and to comply with the provisions of the Securities Act with respect to the sale free from any material misstatement or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or omission necessary to make the statements therein, in light of the circumstances under which they were madecircumstances, not misleading misleading, and comply with provisions of the Securities Act with respect to the disposition of all securities covered thereby during the period referred to in Section 6.2;
(ii) update, correct, amend and supplement the Shelf Registration Statement as necessary;
(iii) notify the Holder promptly when the Shelf Registration Statement is declared effective by the SEC, and furnish such number of prospectuses, including preliminary prospectuses, and other documents incident thereto as Holder may reasonably request from time to time;
(iv) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions of the United States where an exemption is not available and as Holder may reasonably request to enable it to consummate the disposition in such jurisdiction of the Registrable Securities (provided that the Issuer will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this provision, or (B) the prospectus forming part consent to general service of the Registration Statementprocess in any such jurisdiction, and or (C) subject itself to taxation in any amendment or supplement thereto, does jurisdiction where it is not already subject to taxation);
(v) notify Holder at any time during when a prospectus relating to the Registrable 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 the Shelf Registration Period include Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and the Issuer will prepare a supplement or amendment to such prospectus, so that, as thereafter delivered to purchasers of such shares, such prospectus will not contain any untrue statements of a material fact or omit to state a material any 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;
(ivi) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents cause all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned to be listed on each securities exchange or national securities association on which similar securities issued by such Holder; the Issuer are then listed and (iii) provide to the Holders copies of any comments and communications obtain all necessary approvals from the Commission relating to the Registration Statement, if lawful to do soNASDAQ Stock Market for trading thereon;
(cvii) register provide a transfer agent and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and registrar for all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of not later than the effective date of the Shelf Registration Statement;
(viii) upon the sale of any Registrable Securities pursuant to the Shelf Registration Statement, if direct the listing of such transfer agent to remove all restrictive legends from all certificates or other instruments evidencing the Registrable Securities is then permitted under the rules of such marketsSecurities;
(eix) notify With a view to making available to the Holders Holder the benefits of certain rules and regulations of the SEC that at any time when permit the sale of the Registrable Securities to the public without registration, so long as any Registrable Securities are outstanding, the Issuer shall use its commercially reasonable efforts for a prospectus relating thereto covered by period of two years following the Registration Statement is required date of Closing:
(1) to be delivered make and keep public information available, as those terms are understood and defined in Rule 144(c) under the Securities Act;
(2) to file with the SEC in a timely manner all reports and other documents required of the Issuer under the Exchange Act; and
(3) to furnish to the Holder upon any reasonable request a written statement by the Issuer as to its compliance with the public information requirements of Rule 144(c) under the Securities Act; and
(x) To advise the Holder promptly after it has received notice or obtained knowledge of the existence of any stop order by the SEC delaying or suspending the effectiveness of the Shelf Registration Statement or of the initiation or threat of any proceeding for that purpose, and to make every commercially reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement at the earliest possible time.
(b) Notwithstanding anything stated or implied to the contrary in Section 6.3(a) above, the Issuer shall not be required to consent to any underwritten offering of the Registrable Securities or to any specific underwriter participating in any underwritten public offering of the Registrable Securities.
(c) Each Holder agrees that upon receipt of any notice from the Issuer of the happening of any event of which it has knowledge as a result of which the prospectus included kind described in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingSection 6.3(a)(v), and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales Holder will forthwith discontinue such Holder’s disposition of Registrable Securities pursuant to the Registration Statement;registration statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.3(a)(v) and, if so directed by the Issuer, will deliver to the Issuer at the Issuer’s expense all copies, other than permanent file copies, then in such Holder’s possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.
(fd) after becoming aware In addition to any discontinuance of such a Holder’s disposition of Registrable Securities under paragraph (c) above, the Issuer, upon the happening of any pending corporate development, public filing with the SEC or similar event, notify each of the Holders who holds Registrable Securities being sold (orthat, in the event of an underwritten offering, the managing underwriters) judgment of the issuance Issuer’s Board of Directors, renders it advisable to suspend use of the prospectus, may, for no more than thirty (30) days in the aggregate per event, suspend use of the prospectus, on written notice to each Holder (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Holder shall discontinue disposition of Registrable Securities covered by the Commission registration statement related to such Registrable Securities or prospectus until copies of a supplemented or amended prospectus are distributed to the Holders or until the Holders are advised in writing by the Issuers that sales of Registrable Securities under the applicable prospectus may be resumed and have received copies of any stop order additional or other supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. The suspension and notice thereof described in this Section 6.3(d) shall be subject to the confidentiality provisions of Section 5.4 herein and shall not be disclosed by the effectiveness of Holders. The Issuer may not utilize the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;suspension described in this Section 6.3(d) more than two (2) times in any 12-month period.
(ge) cooperate Except as required by law, all expenses incurred by the Issuer in complying with the Holders to facilitate the timely preparation this Section 6, including but not limited to, all registration, qualification and delivery filing fees, printing expenses, fees and disbursements of certificates counsel and accountants for the Issuer, blue sky fees and expenses (including fees and disbursements of counsel related to all blue sky matters) incurred in connection with any registration, qualification or compliance pursuant to this Section 6 shall be borne by the Issuer. All underwriting discounts and selling commissions applicable to a sale incurred in connection with any registration of Registrable Securities to and the legal fees and other expenses of a Holder shall be offered pursuant to the Registration Statement and enable borne by such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common StockHolder.
Appears in 3 contracts
Samples: Subscription Agreement (Knot Inc), Subscription Agreement (Knot Inc), Subscription Agreement (Knot Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in Section 3(g) and elsewhere in this Agreement), as expeditiously as possible, subject to the Holders’ Investor’s assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder Investor shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission SEC of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investor as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soInvestor;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky Blue Sky laws of such jurisdictions as any of the Holders Investor shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which which, on the Company’s part, may be necessary or advisable to enable such Holder the Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted and required under the rules of such marketsPrincipal Market;
(e) notify the Holders Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission SEC of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investor to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investor reasonably may request and registered in such names as any of the Holders Investor may request; and, within three five (5) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestor) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary necessary, on the part of the Company, to expedite and facilitate the disposition by the Holders Investor of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(ji) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sedona Corp), Registration Rights Agreement (Sedona Corp)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActIn connection with a Registration Statement, the Company following provisions shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementapply:
(a) The Company shall furnish to each Demanding Stockholder or Participating Stockholder, prior to the Effective Time, a copy of the Registration Statement as initially filed with the Commission, and each amendment thereto and each amendment or supplement, if any, to the Prospectus included therein.
(b) Subject to Section 4.1(b) and in respect of a Registration Statement under Section 4.1, the Company shall use reasonable best efforts to promptly take such action as may be necessary so that (i) prepare and file with the Commission such amendments and supplements to each of the Registration Statement and any amendment thereto and the prospectus used Prospectus forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference in connection therewith as may be necessary to keep such Registration Statement effective and to comply each case), when it becomes effective, complies in all material respects with the provisions of the Securities Act with respect to and the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of Exchange Act and the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) Rules and Regulations, (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (Biii) each of the prospectus Prospectus forming part of the Registration Statement, and any amendment or supplement theretoto such Prospectus, does not at any time during the period during which the Company is required to keep a Registration Period Statement effective under Section 4.1(a) include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) The Company shall, promptly upon learning thereof, advise each Demanding Stockholder or Participating Stockholder, and shall confirm such advice in writing if so requested by any Demanding Stockholder or Participating Stockholder:
(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus included therein or for additional information with respect to the Registration Statement and Prospectus;
(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included in the Registration Statement for sale in any jurisdiction or the initiation of any proceeding for such purpose; and
(v) following the effectiveness of any Registration Statement, of the happening of any event or the existence of any state of facts that requires the making of any changes in the Registration Statement or the Prospectus included therein so that, as of such date, such Registration Statement and Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made, ) not misleading;
misleading (i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required which advice shall be accompanied by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish an instruction to each Demanding Stockholder or Participating Stockholder to suspend the use of the Holders such numbers of copies of a prospectus including a preliminary prospectus Prospectus until the requisite changes have been made, which instruction each Demanding Stockholder or any amendment or supplement Participating Stockholder agrees to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) abovefollow), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;.
(d) list such Registrable Securities on the markets where the Common Stock In respect of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities ActSection 4.1 (and not Section 4.2), of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare use all reasonable efforts to prevent the issuance, and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such periodif issued to obtain the withdrawal, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of suspending the effectiveness of the Registration Statement at the earliest possible time time.
(e) The Company shall furnish to each Demanding Stockholder or Participating Stockholder, without charge, at least one copy of the Registration Statement and take all lawful action post-effective amendments thereto, including financial statements and schedules, and, if such holder so requests in writing, all reports, other documents and exhibits that are filed with or incorporated by reference in the Registration Statement.
(f) The Company shall, during the period during which the Company is required to effect keep a Registration Statement continuously effective under Section 4.1(a) or elects to keep such effective under Section 4.2, deliver to each Demanding Stockholder or Participating Stockholder, without charge, as many copies of the withdrawalProspectus (including each preliminary Prospectus) included in the Registration Statement and any amendment or supplement thereto as each Demanding Stockholder or Participating Stockholder may reasonably request, rescission and the Company consents (except during the continuance of any event described in Section 4.1(b) or removal Section 4.3(c)(v) hereof) to the use of the Prospectus, with any amendment or supplement thereto, by each Demanding Stockholder or Participating Stockholder in connection with the offering and sale of the Applicable Securities covered by the Prospectus and any amendment or supplement thereto during such stop order or other suspension;period.
(g) Prior to any offering of Applicable Securities pursuant to the Registration Statement, the Company shall use reasonable efforts to (i) register or qualify or cooperate with each Demanding Stockholder or Participating Stockholder and its respective counsel in connection with the Holders registration or qualification of such Applicable Securities for offer and sale under the securities or "blue sky" laws of such jurisdictions within the United States as each Demanding Stockholder or Participating Stockholder may reasonably request, (ii) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for the period during which the Company is required to keep a Registration Statement continuously effective under Section 4.1(a) and (iii) take any and all other reasonable actions requested by each Demanding Stockholder or Participating Stockholder which are necessary to enable the disposition in such jurisdictions of such Applicable Securities; provided, however, that in no event shall the Company be obligated to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Agreement or (2) file any general consent to service of process or subject itself to tax in any jurisdiction where it is not so subject.
(h) The Company shall cooperate with each Demanding Stockholder or Participating Stockholder to facilitate the timely preparation and delivery of certificates for the Registrable representing Applicable Securities to be offered sold pursuant to the Registration Statement and enable such Statement, which certificates for shall comply with the requirements of any United States securities exchange upon which any Applicable Securities are listed (provided that nothing herein shall require the Company to list any Registrable Securities to on any securities exchange on which they are not currently listed) or the NASD Rules, as applicable, and which certificates shall be free of any restrictive legends and in such permitted denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any each Demanding Stockholder or Participating Stockholder may request in connection with the sale of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Applicable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver pursuant to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;Registration Statement.
(i) The Company shall use reasonable efforts to:
(i) make such reasonable representations and warranties in the event of an applicable underwriting agreement to the Underwriters, in form, substance and scope as are customary;
(ii) in connection with any underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment obtain opinions of counsel to the Registration Statement Company (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Underwriters) addressed to the Underwriters, covering such information matters as are customary to the managers extent reasonably agree should be included therein required by the applicable underwriting agreement;
(iii) in connection with any underwritten offering, obtain "cold comfort" letters and to which updates thereof from the independent public accountants of the Company does not reasonably object and make all required filings (and, if necessary, from the independent public accountants of such prospectus supplement or post-effective amendment as soon as practicable after it is notified any subsidiary of the matters Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each Demanding Stockholder or Participating Stockholder (if such Demanding Stockholder or Participating Stockholder has provided such letter, representations or documentation, if any, required for such cold comfort letter to be included or incorporated so addressed) and the Underwriters, in such prospectus supplement or post-effective amendmentcustomary form and covering matters of the type customarily covered in "cold comfort" letters in connection with secondary underwritten offerings of equity securities; and
(iv) in connection with any underwritten offering, deliver such documents and certificates as may be reasonably requested by each Demanding Stockholder or Participating Stockholder and the Underwriters, if any, including, without limitation, certificates to evidence compliance with any conditions contained in the underwriting agreement or other agreements entered into by the Company.
(j) maintain In respect of a transfer agent Registration Statement under Section 4.1 (and registrar for not Section 4.2), the Common StockCompany shall use reasonable efforts to take all other steps reasonably necessary to effect the timely registration, offering and sale of the Applicable Securities covered by the Registration Statements contemplated hereby.
Appears in 2 contracts
Samples: Stockholders Agreement (Crown Media Holdings Inc), Stockholders Agreement (Crown Media Holdings Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investor's assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission SEC of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders Investors (and their respective counsel) reasonably may propose; propose respecting the Selling Shareholder and Plan of Distribution sections (or equivalents) and (ii) furnish to each of the Holders Investors such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Investors may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soInvestors;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky Blue Sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted and required under the rules of such marketsPrincipal Market;
(e) notify the Holders Investors at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investors who holds hold Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission SEC of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sedona Corp), Registration Rights Agreement (Sedona Corp)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ ' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock;
(k) pay all fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of the Registration Statement under this Section 6 and in complying with applicable securities and blue sky laws (including, without limitation, all attorneys' fees of the Company. The Holders shall bear the cost of underwriting and/or brokerage discounts, counsel for the Holders, fees and commissions, if any, applicable to the Registrable Securities being registered. The Holders and their counsel shall have a reasonable period, not to exceed 15 Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the Commission, and the Company shall provide the Holders with copies of any comment letters received from the Commission with respect thereto within two Trading Days of receipt thereof. The Company shall qualify any of the Registrable Securities for sale in such states as the Holders reasonably designate and shall furnish indemnification in the manner provided in Section 7 hereof. However, the Company shall not be required to qualify in any state which will require an escrow or other restriction relating to the Company and/or the Holders, or which will require the Company to qualify to do business in such state or require the Company to file therein any general consent to service of process. The Company at its expense will supply each of the Investors with copies of the applicable Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by any of the Investors.
Appears in 2 contracts
Samples: Registration Rights Agreement (American Leisure Holdings Inc), Registration Rights Agreement (American Leisure Holdings Inc)
Registration Procedures. If and whenever In the case of each registration, qualification or compliance effected by the Company is required by any of the provisions of pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActSection 3, the Company shall (except will keep each Holder advised in writing as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance initiation of each registration, qualification and cooperation compliance and as reasonably required with respect to each Registration Statementthe completion thereof. At its expense the Company will:
(a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least one hundred and twenty (i120) days or until the distribution described in the registration statement has been completed;
(b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleadingstatement;
(ic) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof furnish to the Holders as required by Section 4(c) and reflect participating in such documents all such comments as registration and to the Holders (and their counsel) reasonably may propose; (ii) furnish to each underwriters of the Holders securities being registered such numbers reasonable number of copies of a prospectus including a the registration statement, preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, final prospectus and such other documents, documents as any of the Holders such underwriters may reasonably request in order to facilitate the public sale or other disposition offering of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do sosecurities;
(cd) use its best efforts to register and qualify the Registrable Securities securities covered by the Registration Statement such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders; 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 of such states or jurisdictions, unless the Holders shall reasonably request (Company is already subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition service in such jurisdiction of and except as may be required by the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such marketsAct;
(e) notify the Holders each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Act of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of cause such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Commission of any stop order Company are then listed or other suspension of quoted on each automated quotation system on which similar securities issued by the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspensionCompany are then quoted;
(g) cooperate with the Holders to facilitate the timely preparation provide a transfer agent and delivery of certificates registrar for the all Registrable Securities to be offered registered pursuant to hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion date of such counselregistration;
(h) take all such other lawful actions in the event of any underwritten public offering, cooperate with the underwriters participating in the offering and their counsel in any due diligence investigation reasonably necessary to expedite and facilitate the disposition requested by the Holders of their underwriters in connection therewith, and participate, to the extent reasonably requested by the managing underwriter for the offering, in efforts to sell the Registrable Securities under the offering (including, without limitation, participating in accordance “roadshow” meetings with the intended methods therefor provided in the prospectus which are prospective investors) that would be customary for issuers to perform under underwritten primary offerings of a comparable amount of equity securities by the circumstances;Company; and
(i) in the event of an any underwritten public offering, promptly include or incorporate in a prospectus supplement or post-effective amendment use its reasonable best efforts to (i) cause its accountants to deliver to the Registration Statement such information as underwriters a comfort letter, and (ii) cause its attorneys to deliver to the managers reasonably agree should be included therein and underwriters a legal opinion with respect to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified validity of the matters to be included or incorporated shares being sold in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent offering, in each case in form and registrar for the Common Stocksubstance similar to those customarily delivered in similar public offerings.
Appears in 2 contracts
Samples: Investor Rights Agreement (Genelux Corp), Investor Rights Agreement (Genelux Corp)
Registration Procedures. If and whenever the Company is any Warrant Shares are required by any of to be registered pursuant to the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActSection 5, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementshall:
(a) at least three (i3) prepare and file with the Commission Business Days before filing such Registration Statement, Prospectus or amendments and or supplements thereto, furnish to the Registration Statement Holder copies of such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel;
(b) notify the prospectus used in connection therewith as may be necessary to keep Holder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective and or a supplement to comply with the provisions any Prospectus forming a part of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleadinghas been filed;
(ic) prior furnish to the filing with Holder such number of copies of the Commission of any Prospectus included in such Registration Statement (including any amendments theretoeach preliminary Prospectus) and the distribution or delivery of any prospectus supplement thereto (in each case including any supplements thereto), provide draft copies thereof to the Holders as required all exhibits and documents incorporated by Section 4(creference therein) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, documents as any of the Holders Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soWarrant Shares;
(cd) utilize commercially reasonable efforts to register and or qualify the Registrable Securities covered by the Registration Statement such Warrant Shares under such other securities or “blue sky sky” laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), selling holder requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such the Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of disposition; provided that the Company is listed as shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such marketsprocess in any jurisdiction where it would not otherwise be required to do so but for this Section 5.2(f);
(e) notify the Holders Holder, at any time when a prospectus Prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus Prospectus included in the such Registration Statement, as then in effect, includes Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in misleading, and, at the light request of the circumstances then existingany such holder, and the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Warrant 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;
(f) make available for inspection by the Holder, any underwriter participating in any disposition pursuant to such Registration Statement and file a curative amendment under Section 6(a) as quickly as reasonably possible and during any attorney, accountant or other agent retained by the Holder or any such periodunderwriter (collectively, the Holders shall not make “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), and cause the Company’s officers, directors and employees to supply all information requested by any sales of Registrable Securities pursuant to the such Inspector in connection with such Registration Statement;
(fg) after becoming aware of cause such event, notify Warrant Shares to be listed on each of securities exchange on which the Holders who holds Registrable Securities being sold Common Stock is then listed;
(or, h) in the event of 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 Holder or the managing underwritersunderwriter of such offering request in order to expedite or facilitate the disposition of such Warrant Shares (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 Warrant Shares);
(i) otherwise 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 issuance Securities Act and Rule 158 thereunder) 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-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;
(j) if such Piggyback Registration is an underwritten offering, furnish to the Holder 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 includes 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;
(k) without limiting Section 5.2(d) above, cause such Warrant Shares 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 Holder to consummate the disposition of such Warrant Shares in accordance with their intended method of distribution thereof;
(l) notify the Holder promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information; and
(m) advise the Holder, 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 prevent the issuance of any stop order or other suspension of the effectiveness of the Registration Statement to obtain its withdrawal at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of moment if such stop order should be issued. Notwithstanding anything to the contrary in this Section 5.2, the Company shall not be required to file a Piggyback Registration, or other suspension;
(g) cooperate with if a Piggyback Registration is filed, obtain or maintain the effectiveness of, such Piggyback Registration, provided, however, that the Company shall provide written notice to the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event that after the date of an underwritten offeringeffectiveness of a Piggyback Registration, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings elects to no longer maintain the effectiveness of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common StockPiggyback Registration.
Appears in 2 contracts
Samples: Warrant Agreement (BitNile Holdings, Inc.), Warrant Agreement (BitNile Holdings, Inc.)
Registration Procedures. If and whenever the Company is required by any IRC will provide XOMA with a draft of the provisions registration statement and give due consideration to their comments three (3) days prior to the filing. IRC will keep XOMA advised in writing as to the initiation of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except Shares and as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementcompletion thereof. At its expense, IRC will use its commercially reasonable efforts to:
5.3.1 Keep such registration effective for a period of one (a1) (i) prepare year from the Effective Date or until XOMA has completed the distribution described in the registration statement relating thereto, whichever first occurs;
5.3.2 Prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement whenever registration statement;
5.3.3 Furnish such number of prospectuses and other documents incident thereto, including any amendment of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect supplement to the sales of Registrable Securities prospectus, as XOMA from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleadingmay reasonably request;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, 5.3.4 Notify XOMA of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the Company shall request of XOMA, prepare and file furnish to XOMA a curative reasonable number of copies of a supplement to or an amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement as may be necessary so that, as thereafter delivered to the purchasers of Shares, such prospectus shall not include an untrue statement of a material fact or post-effective amendment as soon as practicable after it is notified omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the matters to be included or incorporated in such prospectus supplement or post-effective amendmentcircumstances then existing; and
(j) 5.3.5 Cause the Shares to be listed or qualified on each securities exchange or inter-dealer quotation system on which similar securities issued by IRC are then listed and thereafter maintain a transfer agent and registrar for the Common Stocksuch listing or quotation.
Appears in 2 contracts
Samples: Technology Acquisition Agreement (Xoma LTD), Technology Acquisition Agreement (Immune Response Corp)
Registration Procedures. If and whenever the Company is required by In connection with any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActShelf Registration Statement, the Company following provisions shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementapply:
(a) The Company shall ensure that (i) prepare and file with the Commission such amendments and supplements to the any Shelf Registration Statement and the prospectus used any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in connection therewith as may be necessary to keep such Registration Statement effective and to comply all material respects with the provisions of Act and the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) rules and regulations thereunder, (ii) take all lawful action such that each of (A) the any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain 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 thereintherein not misleading and (iii) except as permitted by Section 3, any Prospectus forming part of any Shelf Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading misleading.
(1) The Company shall advise the Initial Purchasers and the Holders of Transfer Restricted Securities named in any Shelf Registration Statement that have provided in writing to the Company a telephone or facsimile number and address for notices, and, if requested by the Initial Purchasers or any such Holder, confirm such advice in writing when a Shelf Registration Statement and any amendment thereto has been filed with the Commission and when the Shelf Registration Statement or any post-effective amendment thereto has become effective.
(B2) The Company shall advise the prospectus forming part Initial Purchasers and the Holders of the Transfer Restricted Securities named in any Shelf Registration Statement, which have provided in writing to the Company a telephone or facsimile number and address for notices, and, if requested by the Initial Purchasers or any amendment such Holder, confirm such advice in writing:
(i) of any request by the Commission for amendments or supplement theretosupplements to the Shelf Registration Statement or the Prospectus included therein or for additional information;
(ii) of the initiation by the Commission of proceedings relating to a stop order suspending the effectiveness of the Shelf Registration Statement;
(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
(v) of the existence of any fact and the happening of any event (including, does not at without limitation, pending negotiations relating to, or the consummation of, a transaction or the occurrence of any time during event which would require additional disclosure of material non-public information by the Company in the Shelf Registration Period include an Statement as to which the Company has a bona fide business purpose for preserving confidential or which renders the Company unable to comply with Commission requirements) that, in the opinion of the Company, makes untrue any statement of a material fact made in its Shelf Registration Statement, the Prospectus or any amendment or supplement thereto or any document incorporated by reference therein or requires the making of any changes in the Shelf Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading. Such advice may be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made.
(c) The Company shall use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Shelf Registration Statement at the earliest possible time.
(d) The Company shall use commercially reasonable efforts to furnish to each selling Holder named in any Shelf Registration Statement who so requests in writing and who has provided to the Company an address for notices, without charge, at least one conformed copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and, if the Holder so requests in writing, all exhibits and schedules (including those incorporated by reference).
(e) The Company shall, during the Shelf Registration Period, deliver to each Holder of Transfer Restricted Securities named in any Shelf Registration Statement and who has provided to the Company an address for notices, without charge, as many copies of the Prospectus (including each preliminary Prospectus) contained in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; subject to any notice by the Company in accordance with Section 5(b) hereof, the Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders for the purposes of offering and resale of the Transfer Restricted Securities covered by the Prospectus in accordance with the applicable regulations promulgated under the Act and any restrictions set forth in the Prospectus.
(f) Prior to any offering of Transfer Restricted Securities pursuant to any Shelf Registration Statement, the Company shall register or qualify or cooperate with the Holders of Transfer Restricted Securities named therein and their respective counsel in connection with the registration or qualification of such Transfer Restricted Securities for offer and sale under the securities or blue sky laws of such jurisdictions of the United States as any such Holders reasonably request in writing not later than the date that is five business days prior to the date upon which this Agreement specifies that the Shelf Registration Statement shall become effective; PROVIDED, HOWEVER, that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general or unlimited service of process or to taxation in any such jurisdiction where it is not then so subject.
(g) The Company shall cooperate with the Holders of Transfer Restricted Securities to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request in writing.
(h) Except to the extent otherwise permitted under Section 3, upon the occurrence of any event contemplated by paragraph 4(b)(2)(v) hereof, the Company shall promptly prepare a post-effective amendment to any Shelf Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that as thereafter delivered to purchasers of the Transfer Restricted Securities covered thereby, the Prospectus will not 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 under which they were made, not misleading;.
(i) Not later than the effective date of any such Shelf Registration Statement hereunder, the Company shall cause to be provided a CUSIP number for the Notes registered under such Shelf Registration Statement, and provide the applicable trustee with certificates for such Notes in a form eligible for deposit with The Depository Trust Company.
(j) The Company shall make generally available to its security holders in a regular filing on Form 10-Q or 10-K an earnings statement satisfying the provisions of Rule 158 (which need not be audited) for the twelve-month period commencing after effectiveness of the Shelf Registration Statement.
(k) The Company shall cause the Indenture to be qualified under the Trust Indenture Act prior to the filing with effectiveness of the Commission Shelf Registration Statement.
(l) The Company may require each Holder of Transfer Restricted Securities, which are to be sold pursuant to any Shelf Registration Statement (including any amendments thereto) Statement, to furnish to the Company within 20 business days after written request for such information has been made by the Company, such information regarding the Holder and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof such securities as the Company may from time to the Holders as required by Section 4(c) and reflect time reasonably require for inclusion in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, Shelf Registration Statement and such other documents, information as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate in the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock reasonable opinion of the Company is listed as of the effective date of the and its counsel, in connection with such Shelf Registration Statement, if . No Holder of Transfer Restricted Securities shall be entitled to the listing benefit of such Registrable Securities is then permitted any Special Interest (as set forth in the Notes) under the rules of Indenture and the Notes or be entitled to use the Prospectus unless and until such markets;
(eHolder shall have furnished the information required by this Section 4(l) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is and all such information required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included disclosed in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary order to make the statements therein not misleading in the light of the circumstances then existing, and information previously furnished to the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during by such period, the Holders shall Holder not make any sales of Registrable Securities pursuant to the Registration Statement;materially misleading.
(fm) after becoming aware of such eventThe Company shall, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offeringif requested, promptly include or incorporate in a prospectus Prospectus supplement or post-effective amendment to the a Shelf Registration Statement Statement, such information as the managers Majority Holders reasonably agree should be included therein in order to effect their distribution of the Notes and to which the Company does not reasonably object and shall make all required filings of such prospectus Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; PROVIDED, HOWEVER, that the Company shall not be required to take any action pursuant to this Section 4(m) that would, in the opinion of counsel for the Company, violate applicable law or to include information the disclosure of which at the time would have a material adverse effect on the business or operations of the Company and/or its subsidiaries, as determined in good faith by the Company.
(n) In the case of any Shelf Registration Statement, the Company shall:
(i) make available at reasonable times prior to the effectiveness of the related Shelf Registration Statement for inspection by representatives of the Holders of Transfer Restricted Securities to be registered thereunder and any attorney, accountant or other agent retained by such Holders, at the office where normally kept during normal business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company's officers, directors and employees to supply all relevant information reasonably requested by the Holders' attorneys, accountants or other agents in connection with any such Shelf Registration Statement as is customary for similar due diligence examinations; PROVIDED, HOWEVER, that the foregoing inspection and information gathering shall be coordinated by one counsel designated by the Holders and that such persons shall first agree in writing with the Company that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such person, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; and
(jii) maintain a transfer agent upon the effectiveness of such Shelf Registration Statement and registrar for the Common Stockeffectiveness of each post-effective amendment thereto, deliver such documents and certificates as may be reasonably requested by the Majority Holders, including those to evidence compliance with Section 4(h).
(iii) The Company may offer securities of the Company other than the Notes under the Shelf Registration Statement, except where such offer would conflict with the terms of the Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Peregrine Systems Inc), Registration Rights Agreement (Peregrine Systems Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Purchaser's assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any the Purchaser of the Holder such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;.
(b) (i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) Purchaser and use its reasonable best efforts to reflect in such documents all such comments as the Holders Purchaser (and their its counsel) reasonably may propose; propose and (ii) furnish to each of the Holders Purchaser such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soPurchaser;
(c) unless covered by an applicable exemption, register and qualify the Registrable Securities covered by the Registration Statement under such other securities or New York blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c3(d) above), and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder the Purchaser to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by the Purchaser, except that the Company shall not for any such Holderpurpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process;
(d) list such Registrable Securities on the markets where Principal Market, and any other exchange on which the Common Stock Shares of the Company is listed as of the effective date of the Registration Statementare then listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange or the Nasdaq Stock Market;
(e) notify the Holders Purchaser at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Purchaser who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Purchaser to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Purchaser reasonably may request and registered in such names as any of the Holders Purchaser may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersPurchaser whose Registrable Securities are included in such Registration Statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Purchaser of their its Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers managing underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common StockShares.
Appears in 2 contracts
Samples: Registration Rights Agreement (Corel Corp), Registration Rights Agreement (Corel Corp)
Registration Procedures. If and whenever In the Company is required case of each registration effected by any of the provisions of this Agreement Corporation pursuant to effect the registration of any of the Registrable Securities under the Securities ActSection II, the Company Corporation shall (except keep each Holder advised in writing as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance initiation of each registration and cooperation as reasonably required with respect to each Registration Statementthe completion thereof. At its expense, the Corporation shall:
(a) Keep such registration effective for a period ending on such time as the Holder or Holders have completed the distribution described in the Registration Statement relating thereto;
(ib) prepare Prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus or Free Writing Prospectus used in connection therewith with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement whenever for the period set forth in Section 2.4(a);
(c) Furnish such number of prospectuses, including any preliminary prospectuses and Free Writing Prospectuses, and other documents incident thereto, including any amendment of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect supplement to the sales of Registrable Securities prospectus, as a Holder from time to time may reasonably request;
(d) Register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdiction as shall be reasonably requested by the Holders; provided that the Corporation shall not be required in connection therewith or as a condition thereto to qualify to do business, to subject itself to general taxation or to execute a general consent to service in any such states or jurisdictions in effecting such registration, qualification or compliance, unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(e) Take all reasonable actions to ensure that any prospectus or Free Writing Prospectus utilized in connection with a any registration statement pursuant to Rule 415 promulgated under hereunder (i) complies in all material respects with the Securities Act) and , (ii) take all lawful action such that each of is filed in accordance with the Securities Act to the extent required thereby and is retained in accordance with the Securities Act to the extent required thereby, (Aiii) when taken together with the Registration Statement and related prospectus, will not contain any amendment thereto does not, when it becomes effective, 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 (iv) in the case of such prospectus or Free Writing 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 (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(if) prior to the filing with the Commission Notify each seller of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the such Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Act of the happening of any event of which it has knowledge as a result of which the prospectus included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingin which they were made, and the Company shall following such notification promptly prepare and file furnish to such seller a curative reasonable number of copies of a supplement to or an amendment under Section 6(a) of such prospectus as quickly may be necessary so that, as reasonably possible and during thereafter delivered to the purchasers of such periodShares, the Holders 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 any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each statements therein not misleading in the light of the Holders who holds Registrable Securities being sold (or, circumstances in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspensionwhich they were made;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such Registration Statement and a CUSIP number for all such Registrable Securities, in each case not later than the Common Stockeffective date of such Registration Statement;
(h) Take all reasonable actions in connection with each registration effected by the Corporation in order to expedite or facilitate the disposition of such Registrable Securities, and to the extent required by the underwriter, participate, on a customary basis and upon reasonable advance notice, in a road show of reasonable duration arranged by the underwriter with investors;
(i) Cause all such Registrable Securities registered pursuant to this Agreement to be listed or quoted on each securities exchange or quotation system on which similar securities issued by the Corporation are then listed or quoted;
(j) In connection with any underwritten offering pursuant to a Registration Statement filed pursuant to Sections 2.1 or 2.2, enter into and perform its obligations under an underwriting agreement in form reasonably necessary to effect the offer and sale of Shares; provided that such underwriting agreement contains reasonable and customary provisions; and provided, further, that each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement (provided that the Corporation’s obligations under this Section 2.3(j) to each performing Holder shall not be affected or limited by the lack of performance by any other Holder);
(k) Notify each Holder as soon as reasonably practicable after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement or such prospectus or for additional information;
(l) Use reasonable efforts to prevent and remediate 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 offering or sale in any jurisdiction and notify each Holder covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any such stop order or 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 or of the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the securities included in such Registration Statement for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(m) Make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent company or corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, directors and employees to supply all information (including in due diligence calls and meetings) reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement;
(n) In connection with any underwritten offering pursuant to a Registration Statement filed pursuant to Sections 2.1 or 2.2, obtain for delivery to the underwriters an opinion or opinions from counsel for the Corporation, dated the date of the closing of the offering and such other dates as the underwriting agreement may provide, in customary form, scope and substance, which opinion or opinions shall be reasonably satisfactory to such underwriters and their counsel; and
(o) In connection with any underwritten offering pursuant to a Registration Statement filed pursuant to Sections 2.1 or 2.2, obtain for delivery to the underwriters and the Board one or more “comfort” letters from the independent public accountants for the Corporation, dated the date of the underwriting agreement and such other dates as the underwriting agreement may provide, in customary form, scope and substance, which comfort letters shall be reasonably satisfactory to such underwriters and their counsel.
Appears in 2 contracts
Samples: Registration Rights Agreement (OneStream, Inc.), Registration Rights Agreement (OneStream, Inc.)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Holder's assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder of such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;.
(b) (i) prior to the filing with the Commission SEC of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) Holder and reflect in such documents all such comments as the Holders Holder (and their its counsel) reasonably may propose; propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish to each of the Holders Holder such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Holder shall reasonably request (subject to the limitations set forth in Section 4(c3(d) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by Holder, except that the Company shall not for any such Holderpurpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process;
(d) list such Registrable Securities on the markets where OTC Bulletin Board, if required, or the American Stock Exchange, other national securities exchange, the NASDAQ National Market or the NASDAQ Small-Cap Market, on which the Common Stock of the Company is listed as of the effective date of the Registration Statementthen listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange or NASDAQ;
(e) notify each Holder of Registrable Securities covered by the Holders Registration Statement, at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Holder who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission SEC of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Holder to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Holder reasonably may request and registered in such names as any of the Holders Holder may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the CommissionSEC, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersHolder whose Registrable Securities are included in such Registration Statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Holder of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Fieldpoint Petroleum Corp), Registration Rights Agreement (XML Global Technologies Inc)
Registration Procedures. If and whenever Subject to the Company is required by any of the other applicable provisions of this Agreement to effect Agreement, in the case of each registration of any of the Registrable Securities under effected by the Securities ActCompany pursuant to Article I, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementwill:
(a) (i) prepare and file with the Commission SEC a registration statement with respect to such securities in accordance with the applicable provisions of this Agreement;
(b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under (in accordance with the Securities Actintended methods of disposition by the sellers thereof) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to as may be stated therein or necessary to make keep the statements therein, registration statement continuously effective for the period set forth in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleadingthis Agreement;
(ic) prior furnish to legal counsel selected by the filing with Majority Holders copies of the Commission of any Registration Statement registration statement, related prospectuses and amendments or supplements thereto proposed to be filed and provide such legal counsel a reasonable opportunity to review and comment on such registration statement;
(including any amendments theretod) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof furnish to the Holders as required by Section 4(c) and, if applicable, to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus and reflect in such documents all such comments final prospectus as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectusor, as if applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders underwriters may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws offering of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such marketssecurities;
(e) use commercially reasonable efforts to notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Act or of the happening Company’s discovery of the occurrence of any event of which it has knowledge as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and, subject to Section 2.02, at the request of the Majority Holders, prepare as promptly as is reasonably practicable and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, furnish to the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser 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 any sales the statements therein not misleading or incomplete in the light of Registrable Securities pursuant to the Registration Statementcircumstances then existing;
(f) after becoming aware use commercially reasonable efforts to register and qualify (or exempt from such registration or qualification) the securities covered by such registration statement under such other securities or “blue sky” laws of such event, notify each of jurisdictions within the Holders who holds Registrable Securities being sold (or, United States as shall be reasonably requested in the event of an underwritten offering, the managing underwriters) of the issuance writing by the Commission Majority Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdictions where it would not otherwise be required to qualify but for this subsection, (ii) take any action that would subject it to general service of process in any stop order such jurisdictions or other suspension of the effectiveness of the Registration Statement at the earliest possible time and (iii) take all lawful any action that would subject it to effect the withdrawal, rescission or removal of taxation in any such stop order or other suspensionjurisdictions;
(g) cooperate otherwise use its 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 the period of at least twelve months beginning with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any first day of the Holders reasonably may request and registered in such names as any Company’s first full calendar quarter after the effective date of the Holders may request; andregistration statement, within three Trading Days after a Registration Statement which includes Registrable earnings statement will satisfy the provisions of Section 11(a) of the Securities is declared effective by Act and Rule 158 promulgated under the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counselAct;
(h) take all such other lawful actions as promptly as is reasonably necessary to expedite and facilitate the disposition by practicable notify the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in when the event of an underwritten offering, promptly include prospectus or incorporate in a any prospectus supplement or post-effective amendment has been filed and, with respect to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement registration statement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or any post-effective amendment; and, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to such registration statement or to amend or to supplement such prospectus or for additional information or (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose;
(i) 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;
(j) maintain use commercially reasonable efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; and
(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any shares of Common StockStock included in such registration statement for sale in any jurisdiction, use commercially reasonable efforts promptly to obtain the withdrawal of such order. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.01(e), 2.01(h)(ii) or 2.01(h)(iii), such Holder shall discontinue disposition of any Registrable Securities covered by such registration statement or the related prospectus until receipt of the copies of the supplemented or amended prospectus, which supplement or amendment shall, subject to the other applicable provisions of this Agreement, be prepared and furnished as soon as reasonably practicable, or until such Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any amended or supplemented prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated, by reference in such prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company, each Holder shall use commercially reasonable efforts to return to the Company all copies then in its or their possession, of the prospectus covering such Registrable Securities at the time of receipt of such request. As soon as practicable after the Company has determined that the use of the applicable prospectus may be resumed, the Company will notify the Holders thereof. If the Company invokes an Interruption Period hereunder and in the reasonable discretion of the Company the need for the Company to continue the Interruption Period ceases for any reason, the Company shall, as soon as reasonably practicable, provide written notice to the Holders that such Interruption Period is no longer applicable.
Appears in 2 contracts
Samples: Registration Rights Agreement (Terawulf Inc.), Registration Rights Agreement (Terawulf Inc.)
Registration Procedures. If and whenever the Company is required by In connection with any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActShelf Registration Statement, the Company following provisions shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementapply:
(a) The Company shall ensure that (i) prepare and file with the Commission such amendments and supplements to the any Shelf Registration Statement and the prospectus used any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in connection therewith as may be necessary to keep such Registration Statement effective and to comply all material respects with the provisions of Act and the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) rules and regulations thereunder, (ii) take all lawful action such that each of (A) the any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain 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 thereintherein not misleading and (iii) except as permitted by Section 3, any Prospectus forming part of any Shelf Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading misleading.
(1) The Company shall advise the Holders named in any Shelf Registration Statement that have provided in writing to the Company a telephone or facsimile number and address for notices, and, if requested by any such Holder, confirm such advice in writing when a Shelf Registration Statement and any amendment thereto has been filed with the Commission and when the Shelf Registration Statement or any post-effective amendment thereto has become effective.
(B2) The Company shall advise the prospectus forming part of the Holders named in any Shelf Registration Statement, which have provided in writing to the Company a telephone or facsimile number and address for notices, and, if requested by any amendment such Holder, confirm such advice in writing:
(i) of any request by the Commission for amendments or supplement theretosupplements to the Shelf Registration Statement or the Prospectus included therein or for additional information;
(ii) of the initiation by the Commission of proceedings relating to a stop order suspending the effectiveness of the Shelf Registration Statement;
(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
(v) of the existence of any fact and the happening of any event that, does not at in the opinion of the Company, makes untrue any time during the Registration Period include an untrue statement of a material fact made in its Shelf Registration Statement, the Prospectus or any amendment or supplement thereto or any document incorporated by reference therein or requires the making of any changes in the Shelf Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made, ) not misleading;; and
(ivi) prior the filing of an amendment to the filing with Shelf Registration Statement.
(c) The Company shall use its best efforts to obtain the Commission withdrawal of any order suspending the effectiveness of any Shelf Registration Statement at the earliest possible time.
(including any amendments theretod) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof The Company shall use its best efforts to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each selling Holder named in any Shelf Registration Statement who so requests in writing and who has provided to the Company an address for notices, without charge, at least one conformed copy of such Shelf Registration Statement and any post-effective amendments thereto (excluding any exhibits thereto).
(e) The Company shall, during the Shelf Registration Period, deliver to each Holder named in any Shelf Registration Statement and who has provided to the Company an address for notices, without charge, as many copies of the Holders Prospectus (including each preliminary Prospectus) contained in such numbers Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; subject to any notice by the Company in accordance with Section 4(b)(2) hereof, the Company consents to the use of copies of a prospectus including a preliminary prospectus the Prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements thereto by each of the Securities Act, and such other documents, as any selling Holders for the purposes of the Holders may reasonably request in order to facilitate the public sale or other disposition offering and resale of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Prospectus in accordance with the applicable regulations promulgated under the Act and any restrictions set forth in the Prospectus.
(f) Prior to any offering of Registrable Securities pursuant to any Shelf Registration Statement Statement, the Company shall register or qualify or cooperate with the Holders named therein and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under such other the securities or blue sky laws of such jurisdictions of the United States as any of the such Holders shall reasonably request (subject in writing as promptly as practicable prior to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Shelf Registration Statement at Statement; provided, however, that the earliest possible time and Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take all lawful any action which would subject it to effect the withdrawal, rescission general or removal unlimited service of process or to taxation in any such stop order or other suspension;jurisdiction where it is not then so subject.
(g) The Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the representing Registrable Securities to be offered sold pursuant to the any Shelf Registration Statement free of any restrictive legends and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;request in writing.
(h) take all such other lawful actions reasonably necessary Except to expedite and facilitate the disposition extent otherwise permitted under Section 3, upon the occurrence of any event contemplated by paragraph 4(b)(2)(v) hereof, the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, Company shall promptly include or incorporate in prepare a prospectus supplement or post-effective amendment to the any Shelf Registration Statement such information or an amendment or supplement to the related Prospectus or file any other required document so that as thereafter delivered to purchasers of the managers reasonably agree should be included therein and Registrable Securities covered thereby, the Prospectus will not 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 under which they were made, not misleading.
(i) Each Purchaser shall deliver to the Company does not reasonably object a Notice and make all required filings Questionnaire at the Closing and shall provide the Company with any updated information prior to the effectiveness of such prospectus supplement or post-effective amendment the Initial Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as soon promptly as practicable after it the date a Notice and Questionnaire is notified delivered to the Company by a Holder of Registrable Securities pursuant to Section 9(b) hereof, and in any event upon the later of (x) ten Business Days after such date or (y) ten Business Days after the expiration of any Supplemental Delay Period in effect when a Notice and Questionnaire is so delivered, file with the Commission any amendments to any Shelf Registration Statement or supplements to the related Prospectus as may be required by applicable law so that the Holder delivering such Notice and Questionnaire may use such Prospectus to sell such Holder's Registrable Securities, subject to Section 3(d) hereof; provided, however that if such Notice and Questionnaire is delivered during a Supplemental Delay Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall not be obligated to file any amendment to any Shelf Registration Statement or supplement to the related Prospectus until expiration of the matters Supplemental Delay Period. Notwithstanding anything contained herein to the contrary, the Company shall be included under no obligation to name any Holder that has not submitted a Notice and Questionnaire as a selling securityholder in any Shelf Registration Statement or incorporated in such prospectus supplement or post-effective amendment; andrelated Prospectus.
(j) maintain With respect to any underwritten offering of Registrable Securities under the Shelf Registration Statement, the Company shall enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate such underwritten offering as may be reasonably requested by the Majority Holders, counsel to the Majority Holders or the managing Underwriters in connection therewith. In such connection, the Company shall, upon request by the Majority Holders, counsel to the Majority Holders or the managing Underwriters in connection with such Shelf Registration Statement, use its best efforts to cause (i) its counsel to deliver an opinion relating to the Shelf Registration Statement and the Registrable Securities in customary form, (ii) its officers to execute and deliver all customary documents and certificates reasonably requested by such Majority Holders, counsel to such Majority Holders or the managing Underwriters and (iii) its independent public accountants to provide a transfer agent customary comfort letter or letters, in the customary form and registrar for covering matters of the Common Stocktype customarily covered in comfort letters to underwriters in connection with underwritten offerings.
(k) The Company may register or offer securities of the Company other than the Registrable Securities under any Shelf Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (General Electric Co), Registration Rights Agreement (Tivo Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Holder's assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder of such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;.
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; propose and (ii) furnish to each of the Holders Holder such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Holder shall reasonably request (subject to the limitations set forth in Section 4(c3(d) above), and do any and all other acts and things which may be necessary or advisable to enable such each Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such Holder, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process;
(d) list such Registrable Securities on the markets where Primary Market, and any other exchange on which the Common Stock of the Company is listed as of the effective date of the Registration Statementthen listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange;
(e) notify the Holders each Holder at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold Holder (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Holder to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Holder reasonably may request and registered in such names as any of the Holders Holder may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersHolder) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Holder of their its Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Geotec Thermal Generators Inc), Registration Rights Agreement (Paradigm Medical Industries Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement hereof to effect the registration of any Shares of the Registrable Securities Common Stock under the Securities Act, the Company shall (except as otherwise provided in this Agreement)will, as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) prepare and file with the Commission a Registration Statement with respect to such Shares of Common Stock and use its best efforts to cause such Registration Statement to become and remain effective for the period of the distribution contemplated thereby (idetermined as herein provided), and promptly provide to the holders of Shares of Common Stock ("Sellers") copies of all filings with the Commission;
(b) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with until the provisions latest of: (i) 180 days following the effective date of the Securities Act with respect Registration Statement;
(c) furnish to the sale or other disposition Seller, such number of all Registrable Securities covered by such Registration Statement whenever any copies of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated included therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments theretoeach preliminary prospectus) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) Seller reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other their disposition of the Registrable Securities owned securities covered by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(cd) use its best efforts to register and or qualify the Registrable Securities Seller's Shares of Common Stock covered by the such Registration Statement under such other the securities or "blue sky sky" laws of such jurisdictions as any of the Holders Seller shall reasonably request (subject designate, provided, however, that the Company shall not for any such purpose be required to the limitations set forth qualify generally to transact business as a foreign corporation in Section 4(c) above), and do any and all other acts and things which may be necessary jurisdiction where it is not so qualified or advisable to enable consent to general service of process in any such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holderjurisdiction;
(de) list the Shares of Common Stock covered by such Registrable Securities Registration Statement with any securities exchange on the markets where which the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such marketslisted;
(ef) immediately notify the Holders at any time Seller when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it the Company has knowledge as a result of which the prospectus included contained in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(g) make available for inspection by the Seller, and any attorney retained by the Company shall prepare Seller, all publicly available, non-confidential financial and file a curative amendment under Section 6(a) as quickly as other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably possible and during requested by the attorney for Seller in connection with such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(fh) after becoming aware of such event, will notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension Subscriber of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal within one business day of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stockevent.
Appears in 2 contracts
Samples: Subscription Agreement (Calypte Biomedical Corp), Subscription Agreement (Calypte Biomedical Corp)
Registration Procedures. If and whenever In connection with the obligations of the Company is required by any of pursuant to Sections 5.01, 5.02 and 5.03, the provisions of this Agreement Company shall use its commercially reasonable efforts to effect or cause to be effected the registration of any under the Securities Act of the Registrable Securities under entitled to be included in such registration in order to permit the sale of such Registrable Securities Act(in accordance with their intended method or methods of distribution, in the case of a Required Registration Statement), and the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementshall:
(a) (i) prepare and file a Registration Statement with the Commission SEC (within the time period specified in Section 5.01 or 5.02, as applicable, in the case of a Required Registration Statement) which Registration Statement (x) shall be on a form selected by the Company for which the Company qualifies, (y) shall be available for the sale or exchange of the Registrable Securities in accordance with the intended method or methods of distribution, in the case of a Required Registration Statement, and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, (ii) use its commercially reasonable efforts to cause such amendments Registration Statement to become effective and supplements to remain effective in accordance with Section 5.01 or 5.02, as applicable, in the case of a Required Registration Statement, and (iii) cause each Registration Statement and the related prospectus used and any amendment or supplement thereto, as of the effective date of such Registration Statement, amendment or supplement (x) to comply in connection therewith all material respects with any requirements of the Securities Act and the rules and regulations of the SEC and (y) not to 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;
(b) in the case of a Required Registration Statement, and subject to Section 5.06(j), prepare and file with the SEC such amendments and post-effective amendments to each such Required Registration Statement as may be necessary to keep such Required Registration Statement effective for the applicable required period set forth herein with respect thereto; cause each prospectus forming part of such Required Registration Statement to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by each Required Registration Statement during the applicable required period in accordance with the intended method or methods of distribution by the Selling Holders, as set forth in such Registration Statement;
(c) furnish to each Selling Holder and to each underwriter of an Underwritten Offering of Registrable Securities covered by such Registration Statement, if any, without charge, as many copies of each prospectus forming part of such Registration Statement, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Selling Holder or underwriter may reasonably request in order to facilitate the public sale or other disposition of such Registrable Securities; and subject to the Selling Holders' compliance with the provisions of Section 5.07(b), the Company hereby consents to the use of such prospectus, including each such preliminary prospectus, by each such Selling Holder and underwriter, if any, in connection with the offering and sale of such Registrable Securities;
(d) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by a Registration Statement, no later than the time such Registration Statement whenever is declared effective by the SEC, under all applicable state securities or "blue sky" laws of such jurisdictions as each underwriter, if any, or any Selling Holder shall reasonably request; (ii) use its commercially reasonable efforts to cause such registration or qualification to remain effective during the period such Registration Statement is required to be kept effective (in the case of a Required Registration Statement); and (iii) do any and all other acts and things which may be reasonably necessary to enable each such underwriter, if any, and Selling Holder to consummate the disposition in each such jurisdiction of the Registrable Securities covered by such Registration Statement; provided, however, that the Company shall not be required to register or qualify any Registrable Securities in any jurisdiction if registration or qualification in such jurisdiction would subject the Company to unreasonable burden or expense or, in the case of an Underwritten Offering, would unreasonably delay the commencement of such Underwritten Offering; and provided, further, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction;
(e) advise each Selling Holder shall desire promptly, and, if requested by such Selling Holder, confirm such advice in writing, (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) during the period during which the Company is required hereunder to sell or otherwise dispose keep a Registration Statement effective, of the same issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of such Registration Statement or the initiation of any proceeding for that purpose, (including prospectus supplements iii) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby pursuant to any agreement to which the Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the sales suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a Registration Statement is required hereunder to be effective as a result of which such Registration Statement or the related prospectus contains any 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;
(f) furnish counsel for each underwriter, if any, and for each Selling Holder copies of any request by the SEC or any state securities authority for amendments or supplements to a Registration Statement and prospectus or for additional information;
(g) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible time;
(h) upon request, furnish to the underwriter or managing underwriter of an Underwritten Offering of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that Securities, if any, without charge, at least one signed copy of each of (A) the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits; and furnish to each Selling Holder, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto does not(without documents incorporated therein by reference or exhibits thereto, when it becomes effectiveunless requested);
(i) cooperate with each Selling Holder and the underwriter or managing underwriter of an Underwritten Offering of Registrable Securities, 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 (consistent with the provisions of the governing documents thereof) and registered in such names as each Selling Holder or the underwriter or managing underwriter of an Underwritten Offering of Registrable Securities, if any, may reasonably request at least three business days prior to any sale of Registrable Securities;
(j) upon the occurrence of any event contemplated by Section 5.06(e)(iv), during the period in which a Registration Statement is required hereunder to be kept in effect, use its commercially reasonable efforts to prepare a supplement or post-effective amendment to a Registration Statement or the related prospectus, or any document incorporated therein as thereafter delivered to the purchasers of the Registrable Securities covered by such Registration Statement, such that such prospectus will not contain an 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(ik) prior in the case of an Underwritten Offering, enter into underwriting agreements in customary form, (including provisions with respect to the filing indemnification and contribution in customary form and consistent with the Commission of any Registration Statement (including any amendments theretoprovisions and procedures relating to indemnification and contribution contained herein) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) take all other customary and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request appropriate actions in order to expedite or facilitate the public sale or other disposition of the Registrable Securities owned covered by a Registration Statement as shall be reasonably requested by the underwriters, and in connection therewith:
(i) make such representations and warranties to the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings;
(ii) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters and the Selling Holders) addressed to each Selling Holder and the underwriters covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Holder; underwriters and Selling Holders;
(iii) provide obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the Holders copies underwriters, which letters shall be customary in form and shall cover matters of any comments the type customarily covered in "cold comfort" letters to underwriters in connection with primary underwritten offerings; and
(iv) deliver such customary documents and communications from certificates as may be reasonably requested by the Commission relating to the Registration Statement, if lawful to do somanaging underwriters;
(cl) register make available for inspection by representatives of the Selling Holders and qualify the Registrable Securities covered by the any underwriters participating in any disposition pursuant to a Registration Statement under such other securities and any counsel or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned accountant retained by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock Selling Holders or underwriters all relevant financial and other records, pertinent corporate documents and properties of the Company is listed as and cause the respective officers, directors and employees of the effective date of the Registration StatementCompany to supply all information reasonably requested by any such representative, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when underwriter, counsel or accountant in connection with a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(fm) after becoming aware (i) within a reasonable time prior to the filing of any Registration Statement, any related prospectus, any amendment to a Registration Statement or amendment or supplement to a prospectus, provide copies of such eventdocument to each Selling Holder and to counsel to the Selling Holders and to the underwriter or underwriters of an Underwritten Offering of Registrable Securities, notify each if any; and consider in good faith such reasonable changes in any such document prior to or after the filing thereof as counsel to such Selling Holders or the underwriter or underwriters may request and make available such of the representatives of the Company as shall be reasonably requested by such Selling Holders who holds or any underwriter for discussion of such document; and (ii) within a reasonable time prior to the filing of any document which is to be incorporated by reference into a Registration Statement or a related prospectus, provide copies of such document to counsel for the Selling Holders; consider in good faith such reasonable changes in such document prior to or after the filing thereof as counsel for the Selling Holders or such underwriter shall request; and make available such of the representatives of the Company as shall be reasonably requested by such counsel for discussion of such document;
(n) use its commercially reasonable efforts to cause all Registrable Securities being sold covered by a Registration Statement to be listed on any securities exchange on which the Common Stock is then listed if so requested by the Selling Holders;
(oro) provide a CUSIP number for all Registrable Securities covered by a Registration Statement, in no later than the event effective date of such Registration Statement;
(p) 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 underwritten offering, earnings statement covering at least 12 months which shall satisfy the managing underwritersprovisions of Section 11(a) of the issuance by Securities Act and Rule 158 thereunder; and
(q) cooperate and assist in any filing required to be made with the Commission NASD and in the performance of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
due diligence investigation by any underwriter (g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities including any "qualified independent underwriter" that is required to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities retained in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein rules and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified regulations of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common StockNASD).
Appears in 2 contracts
Samples: Purchase Agreement (Ionics Inc), Stockholders Agreement (Ionics Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possibleuse commercially reasonable efforts to, subject to the Holders’ ' assistance and cooperation as reasonably required with respect to each the Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act during the applicable period with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any in accordance with the intended methods of distribution by the Holder shall desire to sell Holders thereof set forth in the Registration Statement or otherwise dispose of the same prospectus (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, and any prospectus or prospectus supplement thereafter filed, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;.
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c5(d) hereof and reflect in such documents all such comments as the Holders (and their counsel) reasonably may proposepropose (provided that the Company shall not be liable under Section 5(f) or otherwise for any delay in filing or effectiveness if such delay is fairly attributable to such comments); (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if in the Company's judgment it is lawful to do soso without requiring public disclosure of the same under Regulation FD or breaching any of its obligations under any agreement with SIBL or its affiliates;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c5(d) abovehereof), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets primary trading market where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such marketsmarket;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and use is commercially reasonable efforts to file a curative amendment under Section 6(a7(a) hereof as quickly soon as reasonably possible practicable and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time as soon as reasonably practicable and take all lawful reasonable action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(ji) maintain a transfer agent and registrar for the Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Dgse Companies Inc), Registration Rights Agreement (Superior Galleries Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions (a) With respect to a registration pursuant to Section 2 of this Agreement Addendum, the Company, subject to subsection 2(b) above, will use reasonable efforts to promptly effect the registration of any of the Registrable Securities under the Securities ActShares, and in connection therewith, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to do the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementfollowing:
(a) (i) prepare and file with the Commission SEC a Registration Statement and use reasonable efforts to cause such Registration Statement to become effective;
(ii) prepare and file with the SEC such amendments and post-effective amendments and supplements to the Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such Registration Statement continually effective and to comply with for a period expiring on the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each earlier of (A) the date there are no longer shares of Common Stock outstanding that constitute Registrable Shares or (B) one (1) year from the Closing Date (as defined in the Stock Purchase Agreement);
(iii) promptly notify Sellers, at any time when a Prospectus relating to Sellers' Registrable Shares covered by the Registration Statement and is required to be delivered under the Securities Act, of the occurrence of any amendment thereto does not, when it becomes effective, contain an event as a result of which the Registration Statement or the Prospectus or any document incorporated therein contains any untrue statement of a material fact fact, or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, therein in light of the circumstances under which they were mademade not misleading, not misleading and (B) the prospectus forming part Company shall promptly prepare and file with the SEC and furnish to Sellers a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the Registration StatementSellers' Registrable Shares, and such Prospectus shall not contain any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(iiv) prior use reasonable efforts to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution register or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities Shares covered by the Registration Statement for offer and sale under such other the securities or "blue sky sky" laws of such jurisdictions each state and other U.S. jurisdiction as any of the Holders shall Sellers reasonably request in writing; however, the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to so qualify, (B) take any action that would subject it to general service of process in any jurisdiction where it would not otherwise be subject to the limitations set forth such general service of process, or (C) subject itself to general taxation in Section 4(c) above), and do any and all other acts and things which may jurisdiction where it would not otherwise be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holdersubject;
(dv) list cause all Registrable Shares included in such Registrable Securities Registration Statement to be listed on the markets where New York Stock Exchange (or any other market on which the Common Stock is then listed); and
(vi) promptly provide Sellers with copies of the Company is listed as of Prospectus relating to Sellers' Registrable Shares, including any amendments to the effective date of Prospectus, used in connection with the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;.
(eb) notify Sellers, upon receipt of any notice from the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Company of the happening occurrence of any event of which it has knowledge as a result the kind described in clause (iii) of which the prospectus included in the Registration Statementsubsection 4(a) above, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light will forthwith discontinue disposition of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Sellers' Registrable Securities Shares pursuant to the Registration Statement;
(fStatement covering such Sellers' Registrable Shares until Seller's receipt of the copies of the supplemented or amended Prospectus contemplated by such subsection 4(a) after becoming aware and, if so directed by the Company, Sellers will deliver to the Company all copies, other than permanent file copies then in Sellers' possession, of the most recent Prospectus covering such Sellers' Registrable Shares at the time of receipt of such eventnotice. Seller, notify each upon receipt of any notice from the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) Company of the issuance by the Commission of any stop order or other suspension blue sky order will forthwith, in the case of any stop order, discontinue disposition of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Sellers' Registrable Securities to be offered Shares pursuant to the Registration Statement and enable covering such certificates for the Sellers' Registrable Securities to be Shares or, in such denominations or amounts, as the case may beof any blue sky order, as any discontinue disposition of the Holders reasonably may request and registered Sellers' Registrable Shares in such names as any the applicable jurisdiction, until advised in writing of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion lifting or withdrawal of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stockorder.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Brown & Brown Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement Statements and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement Statements and any amendment amendments thereto does do not, when it they becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration StatementStatements, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission SEC of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(d) and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may proposepropose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents); (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such HolderInvestor; and (iii) provide to the Holders each Investor copies of any comments and communications from the Commission SEC relating to the any Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the any Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(d) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) notify the Holders each Investor at any time when a prospectus relating thereto covered by the any Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the any Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, subject to Section 3(h), and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably commercially possible and during such period, the Holders Investors shall not make any sales of Registrable Securities pursuant to a Registration Statement and during such period; provided, however, any period during which the Investors are precluded from making sales of the Registrable Securities shall be included in the 20 calendar day period in Section 3(h) and any such days herein which exceed, or cause the Company to exceed, such 20 calendar day period shall be deemed a Registration Statement;Default and the Company shall be subject to Liquidated Damages as set forth in Section 3(f).
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission SEC of any stop order or other suspension of the effectiveness of the a Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the a Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three 4 Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the CommissionSEC, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the a Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Convertible Subordinated Debentures and Warrants Purchase Agreement (Fibercore Inc), Registration Rights Agreement (Fibercore Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Purchaser's assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any the Purchaser of the Holder such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;.
(ib) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) Purchaser and reflect in such documents all such comments as the Holders Purchaser (and their its counsel) reasonably may propose; propose and (ii) furnish to each of the Holders Purchaser such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soPurchaser;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or the applicable blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder the Purchaser to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by the Purchaser, except that the Company shall not for any such Holderpurpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process;
(d) list such Registrable Securities on the markets where Principal Market, and any other exchange on which the Common Stock of the Company is listed as of the effective date of the Registration Statementthen listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange or the Nasdaq Stock Market;
(e) notify the Holders Purchaser at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Purchaser who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recission or removal of such stop order or other suspension;
(g) cooperate with the Holders Purchaser to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Purchaser reasonably may request and registered in such names as any of the Holders Purchaser may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersPurchaser whose Registrable Securities are included in such Registration Statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Purchaser of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers managing underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Calypte Biomedical Corp), Registration Rights Agreement (Calypte Biomedical Corp)
Registration Procedures. If and whenever In connection with the Company is required by any of the provisions of this Agreement to effect the Company’s registration of any of the Registrable Securities under the Securities Actobligations hereunder, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementshall:
(a) The Company shall (i) prepare permit each Holder of Registrable Securities included in a Registration Statement to review and comment upon (A) such Registration Statement (other than documents incorporated by reference therein) at least five (5) days prior to its filing with the SEC and (B) all amendments and supplements to each Registration Statement (other than documents incorporated by reference therein) within a reasonable number of days prior to their filing with the SEC, and (ii) not file any Registration Statement or amendment or supplement thereto in a form to which the Holders of a majority of the Registrable Securities included therein shall reasonably object in good faith; provided, that (x) the Company is notified of such objection in writing no later than four (4) days after the Holders have been so furnished copies of a Registration Statement or any amendments or supplements thereto and (y) the Company shall not have any obligation to modify any information if the Company reasonably expects that so doing would cause (i) the Registration Statement to 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 or (ii) any prospectus contained therein to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
(i) Prepare and file with the Commission such amendments and supplements amendments, including post-effective amendments, to the a Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities as required hereunder, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding the Company), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the sale or other disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement whenever as so amended or in such Prospectus as so supplemented.
(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the Holder number of shares of Common Stock then registered in a Registration Statement (except pursuant to Sections 2(b) or (c)), then the Company shall desire file as soon as reasonably practicable, but in any case by the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.
(d) Notify the Holders of Registrable Securities to sell or otherwise dispose be sold (which notice shall be accompanied by an instruction to suspend the use of the same Prospectus until the requisite changes have been made) as promptly as reasonably possible, (including prospectus supplements i) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (ii) of the receipt by the Company of any notification with respect to the sales 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, (iii) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, 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 (iv) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company. For the avoidance of doubt, the Company’s providing to any Board Designee (due to such Board Designee’s service on the Company Board) information that may constitute material, non-public information relating to the Company shall not be deemed to be a breach of this Section 3(d).
(e) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) 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) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form.
(g) Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).
(h) Prior to any resale of Registrable Securities from time by a Holder, use its commercially reasonable efforts to time register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a registration statement general consent to service of process in any such jurisdiction.
(i) If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to Rule 415 promulgated a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.
(j) Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the Securities Act) circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and (ii) take all lawful action its stockholders of the premature disclosure of such that each of (A) the event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any amendment thereto does notother required document so that, when it becomes effectiveas thereafter delivered, neither a Registration Statement nor such Prospectus will contain 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, in light of the circumstances under which they were made, not misleading and (Bmisleading. If the Company notifies the Holders in accordance with Section 3(d) above to suspend the prospectus forming part use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration StatementStatement and Prospectus, for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.
(k) The Company shall use its reasonable best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of the Registrable Securities.
(l) Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment or supplement theretothereof, does not with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Registration Period include an untrue statement of Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a material fact or omit to state a material fact result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be stated therein or reasonably necessary to make facilitate the statements therein, in light registration of the circumstances under which they were made, not misleading;Registrable Securities hereunder.
(im) prior to In connection with an underwritten offering, the filing with the Commission of any Registration Statement Company shall enter into such customary agreements (including any amendments theretounderwriting and lock-up agreements in customary form) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents take all such comments other customary actions as the Holders (and their counsel) reasonably may propose; (ii) furnish to each holders of such Registrable Securities or the Holders managing underwriter of such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may offering reasonably request in order to expedite or facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Actincluding, without limitation, making appropriate officers of the happening of any event of which it has knowledge as a result of which the prospectus included Company available to participate in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common StockSecurities).
Appears in 2 contracts
Samples: Securities Purchase Agreement (LENSAR, Inc.), Registration Rights Agreement (LENSAR, Inc.)
Registration Procedures. If and whenever In connection with the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActRegistration Statements, the Company following provisions shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementapply:
(a) (i) prepare and file The Company shall furnish to each Investor, prior to the Effective Time, a copy of any Registration Statement filed with the Commission SEC (or to be filed in the case of an automatically effective Registration Statement), and shall furnish to each Investor, prior to filing with the SEC, copies of each amendment thereto and each amendment or supplement, if any, to the Prospectus included therein, and shall in good faith consider the reasonable comments suggested by such amendments and supplements to counsel, including consideration of inclusion thereof in the Registration Statement or Prospectus. The Company shall deliver promptly to counsel to the Investors and to each underwriter, if any, participating in the offering of the Registrable Securities, copies of all correspondence between the SEC and the prospectus used in connection therewith Company, its counsel or its auditors with respect to such Registration Statement.
(b) The Company shall promptly take such action as may be necessary to keep such so that (i) each of the Registration Statement effective Statements and to comply any amendment thereto and the Prospectus forming a part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference in each case) complies in all material respects with the provisions of the Securities Act with respect to and the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever Exchange Act and the respective rules and regulations thereunder, as in effect at any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and relevant time, (ii) take all lawful action such that each of (A) the Registration Statement Statements and any amendment thereto does not, when it becomes effective, contain 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, and (iii) each Prospectus forming a part of any Registration Statement, and any amendment or supplement to such Prospectus, in the form delivered to purchasers of the Registrable Securities during the Resale Period, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) The Company shall promptly advise each Investor, and shall confirm such advice in writing if requested by either Investor:
(i) when any Registration Statement has been filed with the SEC and when any Registration Statement has become effective;
(ii) when any supplement to the Prospectus, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment thereto, when the same has been declared effective by the SEC;
(iii) of any SEC comments on, or request by the SEC for amendments or supplements to, any Registration Statement or the Prospectus included therein or for additional information;
(iv) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;
(v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included in any Registration Statement for sale in any jurisdiction or the initiation of any proceeding for such purpose; and
(vi) of the happening of any event or the existence of any state of facts that requires the making of any changes in any Registration Statement or the Prospectus included therein so that, as of such date, such Registration Statement and Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to the Investors to suspend the use of the Prospectus until the requisite changes have been made).
(d) The Company shall use its commercially reasonable efforts to prevent the issuance, and if issued to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of any Registration Statement.
(e) As promptly as reasonably practicable, the Company shall furnish to each Investor, upon their request and without charge, one (1) conformed copy of any Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless reasonably requested in writing to the Company by such Investor).
(f) The Company shall, during the period that any Registration Statement is effective, deliver to each Investor, without charge, as many copies of each Prospectus included in the applicable Registration Statement and any amendment or supplement thereto as such Investor may reasonably request; and the Company consents (except during a Suspension Period or during the continuance of any event described in Section 4.3(c)(iii)-(vi)) to the use of the Prospectus and any amendment or supplement thereto by each of the Investors in connection with the offering and sale of the Registrable Securities covered by the Prospectus and any amendment or supplement thereto during the period that any Registration Statement is effective.
(g) Prior to any offering of Registrable Securities pursuant to a Registration Statement, the Company shall use commercially reasonable efforts to (i) register or qualify or cooperate with the Investors and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as any Investor may reasonably request in writing, (ii) keep such registrations or qualifications or exemption therefrom in effect and comply with such Laws so as to permit the continuance of offers and sales in such jurisdictions for so long as may be necessary to enable any Investor or underwriter, if any, to complete its distribution of Registrable Securities pursuant to such Registration Statement, and (iii) take any and all other actions reasonably necessary to enable the disposition in such jurisdictions of such Registrable Securities; provided, however, that in no event shall the Company be obligated to (A) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Section 4.3(g) or (B) subject itself or its Affiliates to general or unlimited service of process or to taxation in any such jurisdiction if they are not now so subject.
(h) Unless any Registrable Securities shall be in book-entry only form, if requested, the Company shall cooperate with the Investors to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to any Registration Statement, which certificates, if so required by any Approved Market upon which any Registrable Securities are listed, shall be free of any restrictive legends other than those required by Article ELEVENTH of the Certificate of Incorporation, and in such permitted denominations and registered in such names as the Investors may request in connection with the sale of Registrable Securities pursuant to such Registration Statement.
(i) Upon the occurrence of any fact or event contemplated by Section 4.3(c)(vi), subject to Section 4.3(j), the Company shall use its best efforts to promptly, but in any event within ten (10) Business Days following such occurrence, prepare and file (and have declared effective) a post-effective amendment to any Registration Statement or an amendment or supplement to the related Prospectus included therein or file any other document with the SEC so that, as thereafter delivered to purchasers of the Registrable Securities, the Prospectus will not 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 under which they were made, not misleading. If the Company notifies the Investors of the occurrence of any fact or event contemplated by Section 4.3(c)(vi), the Investors shall suspend the use of the Prospectus until the requisite changes to the Prospectus have been made, and shall thereafter distribute the updated Prospectus to purchasers of Registrable Securities to ensure that the Prospectus received by such purchaser does not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading.
(Bj) After the prospectus forming part Effective Time of the any Registration Statement, the Company may suspend the use of any Prospectus by written notice to the Investors for a period not to exceed an aggregate of forty-five (45) calendar days in any ninety (90) calendar day period (each such period, a “Suspension Period”) if:
(i) an event has occurred and any amendment or supplement thereto, does not at any time during is continuing as a result of which the Registration Period include Statement would, in the Company’s judgment, contain 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 thereintherein not misleading; and
(ii) the Company determines in good faith that the disclosure of such event at such time would have a material adverse effect on the Company and its Subsidiaries taken as a whole; provided, that in light the event that such disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Company’s ability to consummate such transaction, the Company may extend the applicable Suspension Period from forty-five (45) calendar days to ninety (90) calendar days; provided, however, that Suspension Periods (including, without limitation, any such extension of a Suspension Period) shall not exceed an aggregate of one hundred twenty (120) calendar days in any three hundred sixty (360) calendar day period. Each Investor shall keep confidential any communications received by it from the Company regarding the suspension of the circumstances under which they were madeuse of the Prospectus, except as required by applicable Laws.
(k) The Company shall enter into such customary agreements and take all such other necessary actions in connection therewith (including those reasonably requested by any Investor) in order to expedite or facilitate disposition of such Registrable Securities; provided, that the Company shall not misleading;be required to take any action in connection with an underwritten offering without the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed).
(l) To the extent permitted by Law, the Company shall (i) make reasonably available for inspection by any Investor and by any underwriter participating in any disposition pursuant to any Registration Statement, and by any attorney, accountant or other agent retained by such Investor or any such underwriter, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and (ii) cause the Company’s officers, Directors and employees to make reasonably available for inspection all information reasonably requested by any Investor or any such underwriter, attorney, accountant or agent in connection with such Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that such Persons shall, at the Company’s request, first enter into the Company’s standard confidentiality agreement, which, among other things, requires that confidential information shall be used solely for the purposes of exercising rights under this Agreement, unless such disclosure is made in connection with a court proceeding or required by Law, or such records, information or documents become available to the public generally or through a third party without an accompanying obligation of confidentiality; provided, further, that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of the Investors and the other parties entitled thereto by one counsel designated by and on behalf of the Investors and other such parties.
(m) The Company shall use its best efforts to furnish to each Investor and, in any underwritten offering, each underwriter, a signed counterpart of (i) an opinion of counsel for the Company and (ii) a “comfort” letter signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference in such Registration Statement, in each case addressed to each Investor and, if applicable, each underwriter, covering matters with respect to such Registration Statement (and the Prospectus included therein) as the managing underwriter, if any, and the Investors shall request.
(n) The Company shall use its best efforts to cause the Registrable Securities to be listed on the NYSE or other market or stock exchange on which the Ordinary Common Stock primarily trades on or prior to the filing with the Commission Effective Time of any each Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;hereunder.
(co) register The Company shall cooperate and qualify assist in any filings required to be made with Financial Industry Regulatory Authority, Inc.
(p) The Company shall use its best efforts to take all other steps necessary to effect the registration, offering and sale of the Registrable Securities covered by the each Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject contemplated hereby, including by taking all appropriate steps with respect to the limitations marketing of an offering of Registrable Securities and making its management available to participate in road shows and other marketing activities in connection therewith.
(q) Notwithstanding anything to the contrary set forth in Section 4(c) above)herein, the Initial Shelf and do any and all other acts and things which may subsequent Shelf Registration Statement shall be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of filed as an automatically effective registration statement if the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required eligible to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stockdo so.
Appears in 2 contracts
Samples: Investor Rights Agreement (Usec Inc), Securities Purchase Agreement (Babcock & Wilcox Co)
Registration Procedures. If and whenever In the case of each registration, qualification or compliance effected by the Company is required by any of the provisions of pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActSection 2, the Company shall (except keep each Holder advised in writing as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance initiation of each registration, qualification and cooperation compliance and as reasonably required with respect to each Registration Statementthe completion thereof. At its expense the Company will:
(a) Keep such registration effective for a period of 90 calendar days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (ior other securities) prepare of the Company;
(b) Prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement;
(c) Furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;
(d) Notify each seller of Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Act of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, 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 or incomplete in the light of the circumstances then existing;
(e) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementare then listed;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(g) 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 12 months, but not more than 18 months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and
(h) In connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 2 hereof, the Company will enter into an underwriting agreement reasonably necessary to effect the offer and sale of Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further than if the underwriter so requests the underwriting agreement will contain customary contribution provisions.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ebiz Enterprises Inc), Registration Rights Agreement (Herman Stephen C)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect (a) In connection with the registration of any of the Registrable Securities under the Securities ActAct as provided in Sections 9.2, 9.3 or 9.4, the Company Purchaser shall (except as otherwise provided in this Agreement), promptly as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementpracticable:
(a) (i) prepare and file with the Commission the requisite registration statement to effect such registration and thereafter use reasonable efforts to cause such registration statement to become and remain effective;
(ii) use reasonable efforts to prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any registration statement for the applicable effective period;
(iii) furnish to the Stockholder 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 the Holder shall desire to sell or otherwise dispose of the same prospectus contained in such registration statement (including each preliminary prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to and any summary prospectus) and any other prospectus filed under Rule 415 promulgated 424 under the Securities Act, in conformity with the requirements of the Securities Act;
(iv) use reasonable efforts to register or qualify all Registrable Securities and (ii) take all lawful action other securities covered by such registration statement under such other securities or Blue Sky laws of such States of the United States of America where an exemption is not available and as the Stockholder shall reasonably request; provided, however, that each of (A) the Registration Statement and Purchaser shall not for any amendment thereto does such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not, but for the requirements of this paragraph (iv), be obligated to be so qualified or to consent to general service of process in any such jurisdiction;
(v) notify the Stockholder when it becomes effectivea prospectus relating thereto is required to be delivered under the Securities Act and, contain upon discovery that there has occurred any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading and (B) at the prospectus forming part request of the Registration StatementStockholder use its best efforts to promptly prepare and furnish to the Stockholder such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, and any amendment or supplement theretoas thereafter delivered to the purchasers of such securities, does such prospectus shall not at any time during the Registration Period 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, therein not misleading in the light of the circumstances under which they were made, not misleading;
(ivi) prior otherwise use its reasonable efforts to the filing comply with the Commission of any Registration Statement (including any amendments thereto) all applicable rules and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each regulations of the Holders such numbers of copies Commission, and, except in the case of a prospectus including a preliminary prospectus or any amendment or supplement Shelf Registration, make available to any prospectusits security-holders, as applicablesoon as reasonably practicable, in conformity with an earnings statement meeting the requirements of Section 11(a) of the Securities Act, which the Purchaser shall be entitled to satisfy by complying with the requirements of Rule 158 promulgated thereunder, and such other documents, as any promptly furnish a copy of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide same to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soStockholder;
(cvii) register provide and qualify the cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), registration statement from and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of after a date not later than the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such marketsregistration statement;
(eviii) notify the Holders at any time when a prospectus relating thereto use reasonable efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or over-the-counter market, if any, on which Registrable Securities of the Registration Statement is required same class, and if applicable, series, covered by such registration statement are then listed; and
(ix) subject to be delivered under customary confidentiality obligations, the Securities Act, Purchaser shall permit reasonable access to the Stockholder and its counsel and other advisors to its financial statements and its other books and records to permit the Stockholder to perform reasonable due diligence. The Stockholder agree that upon receipt of any notice from the Purchaser of the happening of any an event of which it has knowledge as a result of which the prospectus included kind described in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period9.4(v), the Holders Stockholder shall not make any sales forthwith discontinue its disposition of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of registration statement relating to such event, notify each Registrable Securities until the Stockholder's receipt of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) copies of the issuance supplemented or amended prospectus contemplated by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common StockSection 9.4(v).
Appears in 2 contracts
Samples: Shareholder Agreement (Primus Telecommunications Group Inc), Stockholder Agreement (Primus Telecommunications Group Inc)
Registration Procedures. If and whenever the Company is required by any (a) In case of the provisions of Shelf Registration Statement effected by the Issuer subject to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActSection 6, the Company Issuer shall (except keep the Investor, on behalf of Holder, advised in writing as otherwise provided in this Agreement)to the initiation of such registration, and as expeditiously as possibleto the completion thereof. In addition, subject to Section 6.2 above, the Holders’ assistance and cooperation as reasonably required with respect Issuer shall, to each the extent applicable to the Shelf Registration Statement:
(a) (i) prepare and file with the Commission SEC such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration continuously effective and to comply with the provisions of the Securities Act with respect to the sale free from any material misstatement or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or omission necessary to make the statements therein, in light of the circumstances under which they were madecircumstances, not misleading misleading, and comply with provisions of the Securities Act with respect to the disposition of all securities covered thereby during the period referred to in Section 6.2;
(ii) update, correct, amend and supplement the Shelf Registration Statement as necessary;
(iii) notify the Holder promptly when the Shelf Registration Statement is declared effective by the SEC, and furnish such number of prospectuses, including preliminary prospectuses, and other documents incident thereto as Holder may reasonably request from time to time;
(iv) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions of the United States where an exemption is not available and as Holder may reasonably request to enable it to consummate the disposition in such jurisdiction of the Registrable Securities (provided that the Issuer will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this provision, or (B) the prospectus forming part consent to general service of the Registration Statementprocess in any such jurisdiction, and or (C) subject itself to taxation in any amendment or supplement thereto, does jurisdiction where it is not already subject to taxation);
(v) notify Holder at any time during when a prospectus relating to the Registrable 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 the Shelf Registration Period include Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and subject to Section 6.3(d), the Issuer will promptly prepare a supplement or amendment to such prospectus, so that, as thereafter delivered to purchasers of such shares, such prospectus will not contain any untrue statements of a material fact or omit to state a material any 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;
(ivi) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents cause all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned to be listed on each securities exchange on which similar securities issued by such Holder; the Issuer are then listed and obtain all necessary approvals from The OTC Bulletin Board (iiiif any) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do sofor trading thereon;
(cvii) register provide a transfer agent and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and registrar for all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of not later than the effective date of the Shelf Registration Statement;
(viii) upon the sale of any Registrable Securities pursuant to the Shelf Registration Statement, if direct the listing of such transfer agent to remove all restrictive legends from all certificates or other instruments evidencing the Registrable Securities is then permitted under the rules of such marketsSecurities;
(eix) notify With a view to making available to the Holders Holder the benefits of certain rules and regulations of the SEC that at any time when permit the sale of the Registrable Securities to the public without registration, so long as any Registrable Securities are outstanding, the Issuer shall use its commercially reasonable efforts for a prospectus relating thereto covered by period of two years following the Registration Statement is required date of Closing:
(1) to be delivered make and keep public information available, as those terms are understood and defined in Rule 144(c) under the Securities Act;
(2) to file with the SEC in a timely manner all reports and other documents required of the Issuer under the Exchange Act; and
(3) to furnish to the Holder upon any reasonable request a written statement by the Issuer as to its compliance with the public information requirements of Rule 144(c) under the Securities Act; and
(x) To advise the Holder promptly after it has received notice or obtained knowledge of the existence of any stop order by the SEC delaying or suspending the effectiveness of the Shelf Registration Statement or of the initiation or threat of any proceeding for that purpose, and to make every commercially reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement at the earliest possible time.
(b) Notwithstanding anything stated or implied to the contrary in Section 6.3(a) above, the Issuer shall not be required to consent to any underwritten offering of the Registrable Securities or to any specific underwriter participating in any underwritten public offering of the Registrable Securities.
(c) Each Holder agrees that upon receipt of any notice from the Issuer of the happening of any event of which it has knowledge as a result of which the prospectus included kind described in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingSection 6.3(a)(v), and the Company shall prepare and file a curative amendment under subject to Section 6(a) as quickly as reasonably possible and during 6.3 (d), such period, the Holders shall not make any sales Holder will forthwith discontinue such Holder's disposition of Registrable Securities pursuant to the Registration Statement;registration statement relating to such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.3(a)(v) and, if so directed by the Issuer, will deliver to the Issuer at the Issuer's expense all copies, other than permanent file copies, then in such Holder's possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.
(fd) after becoming aware In addition to any discontinuance of such a Holder's disposition of Registrable Securities under paragraph (c) above, the Issuer, upon the happening of any pending corporate development, public filing with the SEC or similar event, notify each of the Holders who holds Registrable Securities being sold (orthat, in the event of an underwritten offering, the managing underwriters) good faith judgment of the issuance Issuer's Board of Directors based on the advice of counsel, renders it advisable to suspend use of the prospectus, may, for no more than thirty (30) days in the aggregate per event (each a "Suspension Event"), suspend use of the prospectus, on written notice to each Holder (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case each Holder shall discontinue disposition of Registrable Securities covered by the Commission registration statement related to such Registrable Securities or prospectus until copies of a supplemented or amended prospectus are distributed to the Holders or until the Holders are advised in writing by the Issuers that sales of Registrable Securities under the applicable prospectus may be resumed and have received copies of any stop order additional or other supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. The suspension and notice thereof described in this Section 6.3(d) shall be subject to the confidentiality provisions of Section 5.4 herein and shall not be disclosed by the Holders. The Issuer may not utilize the suspension described in this Section 6.3(d) for more than two (2) Suspension Events in any 12-month period. The Issuer will use commercially reasonably efforts to ensure that the use of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Shelf Registration Statement and enable such certificates prospectus may be resumed as promptly as practicable.
(e) Except as required by law, all expenses incurred by the Issuer in complying with this Section 6, including but not limited to, all registration, qualification and filing fees, printing expenses, fees and disbursements of counsel and accountants for the Issuer, blue sky fees and expenses (including fees and disbursements of counsel related to all blue sky matters) incurred in connection with any registration, qualification or compliance pursuant to this Section 6 shall be borne by the Issuer. All underwriting discounts and selling commissions applicable to a sale incurred in connection with any registration of Registrable Securities to and the legal fees and other expenses of a Holder shall be in borne by such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common StockHolder.
Appears in 2 contracts
Samples: Subscription Agreement (Knot Inc), Subscription Agreement (Knot Inc)
Registration Procedures. If In connection with its obligations contained in Sections 2.01, 2.02 and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act2.03, the Company shall (except as otherwise provided in this Agreement)MarkWest will, as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such the Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement;
(b) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing the Shelf Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing the Shelf Registration Statement or such other registration statement or supplement or amendment thereto, and (ii) such number of copies of the Shelf Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Selling Holders may reasonably request in order to facilitate the public sale or other disposition of all the Registrable Securities covered by such Shelf Registration Statement whenever any of or other registration statement;
(c) if applicable, use its commercially reasonable efforts to register or qualify the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a covered by the Shelf Registration Statement or any other registration statement pursuant contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request, provided that MarkWest will not be required to Rule 415 promulgated qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(d) promptly notify each Selling Holder and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the filing of the Shelf Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Shelf Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective; and (ii) take all lawful action such that any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to the Shelf Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto;
(e) immediately notify each Selling Holder and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (Ai) the happening of any event as a result of which the prospectus or prospectus supplement contained in the Shelf Registration Statement and or any amendment thereto does notother registration statement contemplated by this Agreement, when it becomes effectiveas then in effect, contain includes an untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleading and then existing; (Bii) the prospectus forming part issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration StatementStatement or any other registration statement contemplated by this Agreement, and or the initiation of any amendment proceedings for that purpose; or (iii) the receipt by MarkWest 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. Following the provision of such notice, MarkWest agrees to as promptly as practicable amend or supplement thereto, the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingexisting and to take such other action as is necessary to remove a stop order, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such periodsuspension, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementthreat thereof or proceedings related thereto;
(f) after becoming aware furnish to each Selling Holder copies of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by any and all transmittal letters or other correspondence with the Commission of or any stop order other governmental agency or self-regulatory body or other suspension body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspensionRegistrable Securities;
(g) cooperate in the case of an Underwritten Offering, furnish upon request to a Selling Holder, (i) an opinion of counsel for MarkWest, dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto, and a letter of like kind dated the date of the closing under the underwriting agreement, and (ii) a “cold comfort” letter, dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto and a letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified MarkWest’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “cold comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) and as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities, such other matters as such underwriters may reasonably request;
(h) otherwise use its commercially 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 earnings statement covering the period of at least 12 months, but not more than 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 and Rule 158 promulgated thereunder;
(i) make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to facilitate such information and MarkWest personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the timely preparation Securities Act; provided that MarkWest need not disclose any information to any such representative unless and delivery of certificates for until such representative has entered into a confidentiality agreement with MarkWest;
(j) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by MarkWest are then listed;
(k) use its commercially reasonable efforts to cause the Registrable Securities to be offered pursuant to the Registration Statement and enable registered with or approved by such certificates for the Registrable Securities to other governmental agencies or authorities as may be in such denominations or amounts, as the case may be, as any necessary by virtue of the business and operations of MarkWest to enable the Selling Holders reasonably may request and registered in such names as any of to consummate the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion disposition of such counselRegistrable Securities;
(hl) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the Common Stockeffective date of such registration statement; and
(m) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities. Each Selling Holder, upon receipt of notice from MarkWest of the happening of any event of the kind described in subsection (e) of this Section 2.04, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.04 or until it is advised in writing by MarkWest that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by MarkWest, such Selling Holder will, or will request the managing underwriter or underwriters, if any, to deliver to MarkWest (at MarkWest’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.
Appears in 2 contracts
Samples: Registration Rights Agreement (Markwest Energy Partners L P), Registration Rights Agreement (Markwest Hydrocarbon Inc)
Registration Procedures. If and whenever the Company is ----------------------- required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof of the Selling Stockholders and Plan of Distribution sections (or equivalents) to the Holders Investors as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; Investor;
(c) Subject to Section 7.1 of the Purchase Agreement, the Company shall make available for inspection and review by the Investors, advisors to and representatives of the Investors (iii) provide who may or may not be affiliated with the Investors and who are reasonably acceptable to the Holders copies Company), and any underwriter participating in any disposition of any comments and communications from the Commission relating Registrable Securities on behalf of the Investors pursuant to the Registration Statement, if lawful upon the request of the Investors, any such registration statement or amendment or supplement thereto or any blue sky, Nasdaq or other filing, all publicly available SEC Documents and other filings with the SEC, and all other publicly available corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to do so;supply all such publicly available information reasonably requested by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.
(cd) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such HolderInvestor;
(de) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(ef) notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(fg) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(gh) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three Trading Days after a on the date the Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(hi) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers Razorfish, Inc.s to perform under the circumstances;
(ij) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(jk) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Razorfish Inc), Registration Rights Agreement (Razorfish Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ ' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementEffective Date, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three 3 Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tangible Asset Galleries Inc), Securities Purchase Agreement (Tangible Asset Galleries Inc)
Registration Procedures. If and whenever (a) In the case of each registration effected by the Company is required pursuant to this agreement, the Company will keep each Holder participating therein advised in writing as to the initiation of such registration (and any state qualifications) and as to the completion thereof.
(b) Also in the case of each registration effected by any the Company pursuant to this agreement, the Company will:
(i) keep such registration or qualification pursuant to Section 2 effective for a period of 180 days or until all the provisions of this Agreement to effect Holders have completed the distribution described in the registration statement relating thereto, whichever occurs first;
(ii) furnish such number of any 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 incident thereto as a Holder from time to time may reasonably request in order to facilitate the disposition of the Registrable Securities Shares owned by such Holder;
(iii) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as may be reasonably necessary and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Shares owned by such Holder;
(iv) notify each Holder of Registrable Shares, 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 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 Holder, the Company shall (except as otherwise provided in this Agreement)will prepare a supplement or amendment to such prospectus so that, as expeditiously as possible, subject thereafter delivered to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission purchasers of such amendments and supplements to the Registration Statement and the Registrable Shares, such prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, will not contain an untrue statement of a material fact or omit to state a material any 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 (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementmisleading;
(fv) after becoming aware promptly notify the Holders of Registrable Shares and the underwriters of the following events and (if requested by any such person) confirm such notification in writing: (a) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such eventdocuments, notify each (b) any requests by the Securities and Exchange Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (c) the issuance or threat of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Securities and Exchange Commission of any stop order or other suspension of suspending the effectiveness of the Registration Statement at registration statement or the earliest possible time initiation of any proceedings for that purpose, and take all lawful action (d) the receipt by the Company of any notification with respect to effect the withdrawal, rescission suspension of the qualification of the Registrable Shares for sale in any jurisdiction or removal the initiation or threat of initiation of any proceeding for such stop order or other suspensionpurpose;
(gvi) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the cause all such Registrable Securities Shares to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement listed on each securities exchange on which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected similar securities issued by the Company are then listed;
(vii) make available for inspection by any Holder of Registrable Shares, any underwriter participating in any disposition pursuant to deliver such registration statement and any attorney, accountant or other agent retained by any such Holder 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 Holder, underwriter, attorney, accountant or agent in connection with such registration statement;
(viii) otherwise use its best efforts to comply with all applicable rules and regulations of the transfer agent for the Registrable Securities (with copies and Exchange Commission, and make available to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the matters to be included or incorporated in such prospectus supplement or post-Company's first full calendar quarter after the effective amendment; and
(jdate of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) maintain a transfer agent of the Securities Act and registrar for the Common StockRule 158 thereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Waterlink Inc), Registration Rights Agreement (Waterlink Inc)
Registration Procedures. If In connection with its obligations contained in Sections 2.01 and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act2.02, the Company shall (except as otherwise provided in this Agreement)ETE will, as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such the Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement;
(b) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing the Shelf Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including furnishing or making available exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing the Shelf Registration Statement or such other registration statement or supplement or amendment thereto, and (ii) such number of copies of the Shelf Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Persons may reasonably request in order to facilitate the public sale or other disposition of all the Registrable Securities covered by such Shelf Registration Statement whenever any of or other registration statement;
(c) if applicable, use its commercially reasonable efforts to register or qualify the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a covered by the Shelf Registration Statement or any other registration statement pursuant contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request, provided that ETE will not be required to Rule 415 promulgated qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;
(d) promptly notify each Selling Holder and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the filing of the Shelf Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Shelf Registration Statement or any other registration statement contemplated by this Agreement, when the same has become effective; and (ii) take all lawful action such that any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to the Shelf Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement thereto;
(e) immediately notify each Selling Holder and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (Ai) the happening of any event as a result of which the prospectus or prospectus supplement contained in the Shelf Registration Statement and or any amendment thereto does notother registration statement contemplated by this Agreement, when it becomes effectiveas then in effect, contain includes an untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleading and then existing; (Bii) the prospectus forming part issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration StatementStatement or any other registration statement contemplated by this Agreement, and or the initiation of any amendment proceedings for that purpose; or (iii) the receipt by ETE 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. Following the provision of such notice, ETE agrees to as promptly as practicable amend or supplement thereto, the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingexisting and to take such other action as is necessary to remove a stop order, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such periodsuspension, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementthreat thereof or proceedings related thereto;
(f) after becoming aware furnish to each Selling Holder copies of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by any and all transmittal letters or other correspondence with the Commission of or any stop order other governmental agency or self-regulatory body or other suspension body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspensionRegistrable Securities;
(g) cooperate furnish within 30 days of a written request, which may be made from time to time, whether in the case of an Underwritten Offering or otherwise in connection with the sale or resale of the Registrable Securities, (i) an opinion of counsel for ETE, dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto, and a letter of like kind dated the date of the closing under the underwriting agreement, if any, and (ii) a “comfort letter,” dated the effective date of the applicable registration statement or the date of any amendment or supplement thereto and a letter of like kind dated the date of the closing under the underwriting agreement, if any, in each case, signed by the independent public accountants who have certified ETE’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “comfort letter” shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) and as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities, and such other matters as such underwriters may reasonably request;
(h) otherwise use its commercially 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 earnings statement covering the period of at least 12 months, but not more than 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 and Rule 158 promulgated thereunder;
(i) make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to facilitate such information and ETE personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the timely preparation Securities Act; provided that ETE need not disclose any information to any such representative unless and delivery of certificates for until such representative has entered into a confidentiality agreement with ETE;
(j) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by ETE are then listed;
(k) use its commercially reasonable efforts to cause the Registrable Securities to be offered pursuant to the Registration Statement and enable registered with or approved by such certificates for the Registrable Securities to other governmental agencies or authorities as may be in such denominations or amounts, as the case may be, as any necessary by virtue of the business and operations of ETE to enable the Selling Holders reasonably may request and registered in such names as any of to consummate the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion disposition of such counselRegistrable Securities;
(hl) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(m) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities; and
(n) notify the Selling Holders in advance of ETE’s or any affiliate’s intent to conduct any repurchase of Common StockUnits, whether in the open market, through privately negotiated transactions, by tender offer or otherwise. Each Selling Holder, upon receipt of notice from ETE of the happening of any event of the kind described in subsection (e) of this Section 2.04, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.04 or until it is advised in writing by ETE that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by ETE, such Selling Holder will, or will request the managing underwriter or underwriters, if any, to deliver to ETE (at ETE’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.
Appears in 2 contracts
Samples: Registration Rights Agreement (Energy Transfer Equity, L.P.), Registration Rights Agreement (Energy Transfer Equity, L.P.)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c4(d) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c4(d) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Elandia International Inc.), Preferred Stock Purchase Agreement (Elandia International Inc.)
Registration Procedures. If and whenever 5.1 In the case of each registration effected by the Company is required by any of the provisions of pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActAgreement, the Company shall (except will keep each Holder advised in writing as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance initiation of each registration and cooperation as reasonably required with respect to each Registration Statementthe completion thereof and will, at its expense:
(a) use all reasonable efforts to keep such registration effective for a period of 180 days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that the Company will keep such registration effective for longer than 180 days if the costs and expenses associated with such extended registration are borne by the selling Holders;
(ib) prepare Prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement;
(c) Furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;
(d) Notify each seller of Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Act of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, 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 or incomplete in the light of the circumstances then existing;
(e) List all such Registrable Securities registered in such registration on each securities exchange or automated quotation system on which the Common Stock of the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementis then listed;
(f) after becoming aware Provide a transfer agent and registrar for all Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspensionregistration;
(g) cooperate with the Holders to facilitate the timely preparation and delivery Make available for inspection by any seller of certificates for the Registrable Securities to be offered Securities, any underwriter participating in any disposition pursuant to the Registration Statement such registration statement, and enable any attorney or accountant retained by any such certificates for the Registrable Securities to be in such denominations seller or amountsunderwriter, as the case may beall financial and other records, as any pertinent corporate documents and properties of the Holders reasonably may request and registered in such names as any of the Holders may request; andCompany, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected the Company’s officers and directors to supply all information reasonably requested by the Company to deliver to the transfer agent for the Registrable Securities (any such seller, underwriter, attorney or accountant in connection with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counselregistration statement;
(h) take all Furnish to each selling Holder upon request a signed counterpart, addressed to each such other lawful actions selling Holder, of
(i) an opinion of counsel for the Company, dated the effective date of the registration statement in form reasonably necessary acceptable to expedite the Company and facilitate the disposition such counsel, and
(ii) “comfort” letters signed by the Holders of their Registrable Securities in accordance with Company’s independent public accountants who have examined and reported on the intended methods therefor provided Company’s financial statements included in the prospectus which registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering such matters as are customary for issuers customarily covered in opinions of issuer’s counsel and accountants’ “comfort” letters delivered to perform under the circumstancesunderwriters in underwritten public offerings of securities;
(i) in the event Furnish to each selling Holder upon request a copy of an underwritten offering, promptly include all documents filed with and all correspondence from or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement Commission in connection with any such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendmentoffering; and
(j) maintain Make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.
5.2 It shall be a transfer agent condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the Holders proposing to register Registrable Securities shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and registrar for their intended method of distribution of such Registrable Securities as the Common StockCompany shall reasonably request and as shall be required in connection with the action to be taken by the Company; provided that no Holder shall be required to make any representations or warranties to or agreements (other than a lock-up agreement pursuant to Section 11) with the Company or the underwriters, other than representations, warranties or agreements regarding the Holder, its Registrable Securities and its intended method of distribution and any other representation required by law.
5.3 In connection with the preparation and filing of each registration statement under this Agreement, the Company will give the Holders on whose behalf such Registrable Securities are to be registered and their underwriters, if any, and their respective counsel and accountants, the opportunity to review such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each such Holder such access to the Company’s books and records and such opportunities to discuss the business of the Company with its officers, its counsel and the independent public accountants who have certified the Company’s financial statements, as shall be necessary, in the opinion of such Holders or such underwriters or their respective counsel, in order to conduct a reasonable and diligent investigation within the meaning of the Securities Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (Incentra Solutions, Inc.), Registration Rights Agreement (Incentra Solutions, Inc.)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may propose; propose and (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soInvestor;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Mediax Corp), Registration Rights Agreement (Svi Holdings Inc)
Registration Procedures. If and whenever In the case of each registration, qualification or compliance effected by the Company is required by any of the provisions of pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActAgreement, the Company shall (except keep each Holder or its counsel advised in writing as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance initiation of each registration, qualification and cooperation compliance and as reasonably required with respect to each Registration Statementthe completion thereof At its expense the Company shall:
(a) (i) prepare Prepare and file with the Commission such a registration statement, and all requisite supplements and amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act thereto, with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire securities and use its best efforts to sell or otherwise dispose of the same cause such registration statement, as amended, to become and remain effective for at least one hundred twenty (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act120) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleadingdays;
(ib) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof Furnish to the Holders as required by Section 4(c) and reflect or their counsel participating in such documents all such comments as registration and to the Holders (and their counsel) reasonably may propose; (ii) furnish to each underwriters of the Holders securities being registered such numbers reasonable number of copies of a prospectus including a the registration statement, and all supplements and amendments thereto, preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, final prospectus and such other documents, documents as any of the Holders such underwriters may reasonably request in order to facilitate the public sale or offering of such securities and such other disposition of the Registrable Securities owned by such Holder; and (iii) provide information necessary to allow the Holders copies of any comments and communications from participating in such registration to remain reasonably informed about the Commission relating to the Registration Statement, if lawful to do sopublic offering;
(c) With respect to registrations effected pursuant to Section 6 and Section 7 above, use its best efforts to register and qualify the Registrable Securities securities covered by the Registration Statement such registration statement under such other securities or blue sky laws of such jurisdictions as any of shall be reasonably requested by the Holders Holders; provided, however, that the Company shall reasonably request (subject to the limitations set forth not be required in Section 4(c) above), and do any and all other acts and things which may be necessary connection therewith or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;as a condition
(d) list such Registrable Securities on With respect to registrations effected pursuant to Section 7 above, in the markets where event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing Underwriter of such Registrable Securities is then permitted under the rules of such marketsoffering;
(e) notify the Holders Notify each Holder of Registrable Securities or its counsel covered by such registration statement, at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and ; and
(f) At the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make request of any sales Holder requesting registration of Registrable Securities pursuant to Section 5, Section 6 or Section 7 above, furnish to the Registration Statement;
(f) after becoming aware Holders participating in such registration and to the underwriters, if any, of such eventoffering, notify each of on the Holders who holds date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration statement pursuant to SectionS, Section 6 or Section 7 above, if such securities are being sold (through underwriters, or, in if such securities are not being sold through underwriters, on the event of an underwritten offeringdate that the registration statement with respect to such securities becomes effective, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) an opinion, dated such date, of counsel representing the Company for the purposes of registration addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter, dated such date, from the independent certified public accountants of the Company, in the event of form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, promptly include or incorporate in a prospectus supplement or post-effective amendment addressed to the Registration Statement such information as the managers reasonably agree should be included therein underwriters, if any, and to which the Company does not reasonably object and make all required filings Holders requesting registration of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common StockRegistrable Securities.
Appears in 2 contracts
Samples: Rights Agreement (Pegasus Systems Inc), Rights Agreement (Pegasus Systems Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possibleuse commercially reasonable efforts to, subject to the Holders’ ' assistance and cooperation as reasonably required with respect to each the Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act during the applicable period with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any in accordance with the intended methods of distribution by the Holder shall desire to sell Holders thereof set forth in the Registration Statement or otherwise dispose of the same prospectus (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, and any prospectus or prospectus supplement thereafter filed, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;.
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c5(d) hereof and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if in the Company's judgment it is lawful to do soso without requiring public disclosure of the same under Regulation FD or breaching any of its obligations under any agreement with SIBL or its affiliates;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c5(d) abovehereof), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets primary trading market where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such marketsmarket;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and use is commercially reasonable efforts to file a curative amendment under Section 6(a7(a) hereof as quickly soon as reasonably possible practicable and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time as soon as reasonably practicable and take all lawful reasonable action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(ji) maintain a transfer agent and registrar for the Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Superior Galleries Inc), Merger Agreement (Dgse Companies Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Purchaser's assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith Prospectus as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any the Purchaser of the Holder such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (B) the prospectus forming part of the Registration StatementProspectus, and any amendment or supplement thereto, does not at any time during the Registration Effectiveness Period 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, in light of the circumstances under which they were made, not misleading;
(ib) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus the Prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) Purchaser and reflect in such documents all such comments as the Holders Purchaser (and their its counsel) reasonably may propose; propose and (ii) furnish to each of the Holders Purchaser such numbers of copies of a prospectus the Prospectus including a preliminary prospectus or any amendment or supplement to any prospectusthe Prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soSecurities;
(c) register and qualify comply with the New York blue sky laws with respect to the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c3(g) above), and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder the Purchaser to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderSecurities;
(d) list such Registrable Securities on the markets where Principal Market, and any other exchange on which the Common Stock of the Company is listed as of the effective date of the Registration Statementthen listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange or the Nasdaq Stock Market;
(e) notify the Holders Purchaser at any time when a prospectus relating thereto covered by the Registration Statement Prospectus is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration StatementProspectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible commercially possibleand such period during which the Purchaser is precluded from making sales under the Prospectus shall be a Suspension Period and during such period, the Holders Company shall not make any sales of Registrable Securities pursuant to compensate the Registration StatementPurchaser as set forth in Section 3(j) herein;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders Purchaser to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Purchaser reasonably may request and registered in such names as any of the Holders Purchaser may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver pursuant to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;Purchase Agreement.
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Purchaser of their its Registrable Securities in accordance with the intended methods therefor provided in the prospectus Prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers managing underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Cel Sci Corp), Common Stock Purchase Agreement (Cel Sci Corp)
Registration Procedures. If and whenever In addition to the Company is required by any requirements of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActSection 11.2, the Company UDC shall (except as otherwise expressly provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required PPG's compliance with respect to each Registration StatementSection 11.3.1:
(a) (i) prepare and file with the Commission such amendments and supplements to the each Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act0000 Xxx) and (ii) take all lawful action such that each of (A) the each Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus Prospectus forming part of the each Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period period set forth in Section 11.2.3 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, in light of the circumstances under which they were made, not misleading;.
(ib) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), (i) provide draft copies thereof to the Holders as required by Section 4(c) PPG and reflect in such documents all such comments as the Holders PPG (and their its counsel) reasonably may propose; propose and (ii) furnish to each of the Holders PPG such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities 1933 Act, and such other documents, as any of the Holders PPG may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;PPG.
(c) to the extent necessary, register and qualify the Registrable Securities covered by the a Registration Statement under such other applicable state securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above)laws, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder PPG to consummate the public sale or other disposition in such jurisdiction jurisdictions within the United States of America of the Registrable Securities securities owned by such Holder;PPG, except that UDC shall not be required to qualify in any state which will require an escrow relating to UDC and/or the sellers of Registrable Securities, or which will require UDC to qualify to do business in such state or require UDC to file therein any general consent to service of process.
(d) list such Registrable Securities on subject to the markets where the Common Stock provisions of the Company is listed as of the effective date of the Registration StatementSection 11.2.5 hereof, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders PPG at any time when a prospectus relating thereto covered by the a Registration Statement is required to be delivered under the Securities 1933 Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company UDC shall prepare and file a curative amendment or 1934 Act filing deemed incorporated in such Registration Statement under Section 6(a) applicable provisions of this Article 11 as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;commercially possible.
(fe) as promptly as practicable after becoming aware of such event, notify each of the Holders PPG who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the a Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recission or removal of such stop order or other suspension;.
(gf) cooperate with the Holders PPG to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the a Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders PPG reasonably may request and registered in such names as any of the Holders PPG may request; and, within three Trading Days (3) business days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company UDC to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersPPG whose Securities are included in such Registration Statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel;.
(hg) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by PPG of the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;.
(ih) in the event of an underwritten offeringoffering elected by PPG, promptly include or incorporate in a prospectus Prospectus supplement or post-effective amendment to the a Registration Statement such information as the managers reasonably agree should be included therein and to which the Company UDC does not reasonably object and make all required filings of such prospectus Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; andand enter into and perform its obligations as UDC under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.
(i) cause all Securities registered pursuant hereunder to be listed timely on each securities exchange or quotation system on which similar securities issued by UDC are then listed.
(j) use its best efforts to furnish, at the request of PPG, on the date that such Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Article 11, if such securities are being sold through underwriters (i) an opinion, dated such date, of the counsel representing UDC for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to PPG and (ii) a letter dated such date, from the independent certified public accountants of UDC, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to PPG.
(k) maintain a transfer agent and registrar CUSIP number for the its Common Stock.
Appears in 2 contracts
Samples: Development and License Agreement (Universal Display Corp \Pa\), Development and License Agreement (Universal Display Corp \Pa\)
Registration Procedures. If and whenever In addition to the Company is required by any requirements of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActSection 11.2, the Company UDC shall (except as otherwise expressly provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required PPG's compliance with respect to each Registration StatementSection 11.3.1:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same registration statement (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act0000 Xxx) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;.
(ib) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) PPG and reflect in such documents all such comments as the Holders PPG (and their its counsel) reasonably may propose; propose and (ii) furnish to each of the Holders PPG such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities 1933 Act, and such other documents, as any of the Holders PPG may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;PPG.
(c) to the extent necessary, register and qualify the Registrable Securities covered by the Registration Statement under such other applicable state securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above)laws, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder PPG to consummate the public sale or other disposition in such jurisdiction jurisdictions within the United States of America of the Registrable Securities securities owned by such Holder;PPG, except that UDC shall not be required to qualify in any state which will require an escrow relating to UDC and/or the sellers of Registrable Securities, or which will require UDC to qualify to do business in such state or require UDC to file therein any general consent to service of process.
(d) list such Registrable Securities on subject to the markets where the Common Stock provisions of the Company is listed as of the effective date of the Registration StatementSection 11.2.4 hereof, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders PPG at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities 1933 Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company UDC shall prepare and file a curative amendment or 1934 Act filing deemed incorporated in the Registration Statement under Section 6(a) applicable provisions of this Article 11 as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;commercially possible.
(fe) as promptly as practicable after becoming aware of such event, notify each of the Holders PPG who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recission or removal of such stop order or other suspension;.
(gf) cooperate with the Holders PPG to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders PPG reasonably may request and registered in such names as any of the Holders PPG may request; and, within three Trading Days (3) business days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company UDC to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersPPG whose Securities are included in such Registration Statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel;.
(hg) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by PPG of the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;.
(ih) in the event of an underwritten offeringoffering elected by PPG, promptly include or incorporate in a prospectus Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company UDC does not reasonably object and make all required filings of such prospectus Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; andand enter into and perform its obligations as UDC under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.
(i) cause all Securities registered pursuant hereunder to be listed timely on each securities exchange or quotation system on which similar securities issued by UDC are then listed.
(j) use its best efforts to furnish, at the request of PPG, on the date that such Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Article 11, if such securities are being sold through underwriters (i) an opinion, dated such date, of the counsel representing UDC for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to PPG and (ii) a letter dated such date, from the independent certified public accountants of UDC, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to PPG.
(k) maintain a transfer agent and registrar CUSIP number for the its Common Stock.
Appears in 2 contracts
Samples: Development and License Agreement (Universal Display Corp \Pa\), Development and License Agreement (Universal Display Corp \Pa\)
Registration Procedures. If and whenever In the case of the registration effected by the Company is required by any of the provisions of pursuant to this Agreement to effect the registration of any of the Registrable Securities under the Securities ActAgreement, the Company shall (except will keep each Holder advised in writing as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance initiation of such registration and cooperation as reasonably required with respect to each Registration Statementthe completion thereof. At its expense, the Company will use its best efforts to:
(a) keep such registration effective until all such Registrable Securities are sold or cease to be Registrable Securities;
(ib) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the any prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same Statement;
(including prospectus supplements with respect to the sales c) notify each seller of Registrable Securities from covered by such Registration Statement at any time when a prospectus relating thereto is required to time in connection with a registration statement pursuant to Rule 415 promulgated be delivered under the Securities Act of the happening of any event as a result of which a prospectus, if applicable, included in such registration statement, as then in effect, (i) no longer meets the requirements of Section 10(a)(3) of the Securities Act) and , or (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading or incomplete in the light of the circumstances under which they were madethen existing, not misleading and that offers and sales of Registrable Securities in reliance on any such prospectus included in the Registration Statement must cease. Within five (B5) business days of such notice, the Company shall prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus forming part as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus used shall meet the requirements of Section 10(a)(3) of the Registration StatementSecurities Act, and any amendment or supplement thereto, does not at any time during the Registration Period 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, therein not misleading or incomplete in the light of the circumstances under which they were made, not misleadingthen existing;
(id) prior cause all such Registrable Securities registered pursuant hereunder to be listed or quoted on each securities exchange or quotation service on which similar securities issued by the Company are then, or subsequently, listed;
(e) use its best efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the Holders to consummate the disposition of the Registrable Securities;
(f) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents a CUSIP number for all such comments as Registrable Securities, in each case not later than the Holders effective date of such registration;
(g) otherwise comply with all applicable rules and their counsel) reasonably may propose; (ii) furnish to each regulations of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement Commission;
(h) subject to any prospectus, as applicable, in conformity compliance with the requirements of the Securities Act, and such other documents, as any of cooperate with the Holders may reasonably request in order to facilitate the public sale or other disposition timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating sold pursuant to the Registration Statement, if lawful and cause such Registrable Securities to do sobe issued in such denominations and registered in such names in accordance with instructions of the Holders that are provided to the Company;
(ci) in connection with any underwritten offering pursuant to a Registration Statement, the Company will enter into an underwriting agreement with an underwriter selected and retained by the Agents, and reasonably acceptable to the Company in its discretion, in form reasonably necessary to effect the offer and sale of such securities, provided such underwriting agreement contains reasonable and customary terms and provisions;
(j) furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters or, if such securities are not being sold through underwriters, on the date that the Registration Statement becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in a underwritten public offering, (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by the Company’s independent registered public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and if permitted by applicable accounting standards, to the Holders participating in such registration, and (iii) other documents and certificates as are customary for offerings of this type;
(k) use its best efforts to register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders each Holder shall reasonably request (subject to the limitations set forth in Section 4(c) above)request, and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction jurisdictions of the Registrable Securities securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(jl) maintain a transfer agent take such other actions as shall be reasonably requested by the Agents to facilitate the registration and registrar for sale of the Common StockRegistrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (IntelGenx Technologies Corp.), Registration Rights Agreement (IntelGenx Technologies Corp.)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActIn connection with a Registration Statement, the Company following provisions shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementapply:
(a) The Company shall furnish to each Selling Holder, prior to the filing thereof with the Commission, a copy of the Registration Statement, and shall furnish to such Selling Holders, prior to the filing thereof with the Commission, copies of each amendment thereto and each amendment or supplement, if any, to the Prospectus included therein, and shall use its commercially reasonable efforts to reflect in each such document, at the Effective Time or when so filed with the Commission, as the case may be, such comments as such Selling Holders and their respective counsel reasonably may propose.
(b) The Company shall promptly take such action as may be necessary so that (i) prepare and file with the Commission such amendments and supplements to each of the Registration Statement and any amendment thereto and the prospectus used Prospectus forming a part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference in connection therewith as may be necessary to keep such Registration Statement effective and to comply each case) complies with the provisions of the Securities Act with respect to and the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) respective rules and regulations thereunder, (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (Biii) each of the prospectus Prospectus forming a part of the Registration Statement, and any amendment or supplement theretoto such Prospectus, does not at any time during the period of effectiveness related to such Registration Period Statement include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) The Company shall promptly advise each Selling Holder, and shall confirm such advice in writing if so requested by any such Selling Holder:
(i) when a Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus included therein or for additional information;
(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities included in the Registration Statement for sale in any jurisdiction or the initiation of any proceeding for such purpose; and
(v) of the occurrence of any event or the existence of any state of facts that requires the making of any changes in the Registration Statement or the Prospectus included therein so that, as of such date, such Registration Statement and Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to such Selling Holders to suspend the use of the Prospectus until the requisite changes have been made).
(d) The Company shall use its commercially reasonable efforts to prevent the issuance, and if issued to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement and to notify each Selling Holder of the issuance of such order and the resolution thereof.
(e) Upon request, the Company shall furnish to each Selling Holder, without charge, at least one copy of the Registration Statement and all post-effective amendments thereto, including financial statements and schedules, and, if such Selling Holder so requests in writing, all reports, other documents and exhibits that are filed with or incorporated by reference in the Registration Statement.
(f) The Company shall, during the period of effectiveness related to a Registration Statement, deliver to each Selling Holder, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in the Registration Statement and any amendment or supplement thereto as such Selling Holder may reasonably request; and the Company consents (except during the Suspension Periods or during the continuance of any event or the existence of any state of facts described in Section 3(c)(v) above) to the use of the Prospectus and any amendment or supplement thereto by each of the Selling Holders in connection with the offering and sale of the Registrable Securities covered by the Prospectus and any amendment or supplement thereto during the period of effectiveness related to such Registration Statement.
(g) Prior to any offering of Registrable Securities pursuant to the Registration Statement, the Company shall use commercially reasonable efforts to (i) register or qualify or cooperate with the Selling Holders and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as any Selling Holder may reasonably request, (ii) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for so long as may be necessary to enable any Selling Holder or underwriter, if any, to complete its distribution of Registrable Securities pursuant to the Registration Statement, and (iii) take any and all other actions necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities; provided, however, that in no event shall the Company be obligated to (A) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Section 3(g) or (B) file any general consent to service of process or subject to taxation in any jurisdiction where it is not as of the date hereof so subject.
(h) Unless any Registrable Securities shall be in book-entry only form, the Company shall cooperate with the Selling Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall be free of any restrictive legends and in such permitted denominations and registered in such names as Selling Holders may request in connection with the sale of Registrable Securities pursuant to the Registration Statement.
(i) Upon the occurrence of any event or the existence of any state of facts contemplated by Section 3(c)(v) above, the Company shall use its commercially reasonable efforts to promptly prepare a post-effective amendment to any Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;. If the Company notifies the Selling Holders of the occurrence of any event or the existence of any state of facts contemplated by Section 3(c)(v) above, the Selling Holder shall suspend the use of the Prospectus until the requisite changes to the Prospectus have been made.
(j) Use its commercially reasonable efforts (including, without limitation, seeking to cure any deficiencies cited by the exchange or market in the Company’s listing or inclusion application) to list or include all Registrable Securities on the New York Stock Exchange or The Nasdaq Stock Market or a similar national securities exchange.
(k) Not later than the Effective Time of the Registration Statement, the Company shall provide a CUSIP number for the Registrable Securities.
(l) The Company shall use its commercially reasonable efforts to comply with all applicable Securities Act rules and regulations, and to make generally available to its securityholders as soon as practicable, but in any event not later than 18 months after (i) prior to the filing with effective date (as defined in Rule 158(c) under the Commission Securities Act) of any the Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto)Statement, provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to the effective date of each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any post-effective amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
and (ciii) register and qualify the Registrable Securities covered date of each filing by the Registration Statement under such other securities or blue sky laws Company of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned an Annual Report on Form 10-K that is incorporated by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included reference in the Registration Statement, as then in effect, includes an untrue earnings statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light Company and its subsidiaries complying with Section 11(a) of the circumstances then existing, Securities Act and the Company shall prepare rules and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such periodregulations of the Commission thereunder (including, at the Holders shall not make any sales option of Registrable Securities pursuant to the Registration Statement;Company, Rule 158).
(fm) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in In the event of an underwritten offeringUnderwritten Offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawalCompany shall, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offeringif requested, promptly include or incorporate in a prospectus Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers managing underwriter(s) reasonably agree agree(s) should be included therein and to which the Company does not reasonably object and shall make all required filings of such prospectus Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment.
(n) The Company shall enter into such customary agreements (including in the case of an Underwritten Offering, an underwriting agreement in customary form) and take all other appropriate action in order to expedite and facilitate the registration and disposition of the Registrable Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures substantially identical to those set forth in Section 5 hereof with respect to all parties to be indemnified pursuant to Section 5 hereof.
(o) The Company shall:
(A) make reasonably available for inspection by the Selling Holders, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Selling Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and (B) cause the Company’s officers, directors and employees to supply all information reasonably requested by such Selling Holders or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential shall be kept confidential by such Selling Holders and any such underwriter, attorney, accountant or agent, and, in the sole discretion of the Company, the Company may require the execution of a confidentiality agreement prior to such disclosure, unless such disclosure is made in connection with a court proceeding or required by law, or such records, information or documents become available to the public generally or through a third party without an accompanying obligation of confidentiality; and provided further that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of the Selling Holders and the other parties entitled thereto by one counsel designated by and on behalf of the Selling Holders and other parties;
(ii) in connection with any Underwritten Offering, make such representations and warranties to the Holders participating in such Underwritten Offering and to the managing underwriter(s), in form, substance and scope as are customarily made by the Company to underwriters in primary underwritten offerings of equity securities;
(iii) in connection with any Underwritten Offering conducted, use commercially reasonable efforts to obtain opinions of counsel to the Company (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s)) addressed to each Holder participating in such Underwritten Offering and the underwriters, covering such matters as are customarily covered in opinions requested in primary underwritten offerings of equity securities and such other matters as may be reasonably requested by such Selling Holders and underwriters;
(iv) in connection with any Underwritten Offering conducted, use commercially reasonable efforts to obtain “cold comfort” letters and updates thereof from the independent public accountants of the Company (and, if necessary, from the independent public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each Holder participating in such Underwritten Offering (if such Holder has provided such letter, representations or documentation, if any, required for such cold comfort letter to be so addressed) and the underwriters, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings; and
(jv) maintain in connection with any Underwritten Offering, use commercially reasonable efforts to deliver such documents and certificates as may be reasonably requested by any Holders participating in such Underwritten Offering and the managing underwriter(s), if any, including, without limitation, certificates to evidence compliance with Section 3(h) hereof and with any conditions contained in the underwriting agreement or other agreements entered into by the Company.
(p) With respect to any Underwritten Offering, the Company shall use commercially reasonable efforts to cause the appropriate officers of the Company to prepare and make presentations at any “road shows” and before analysts, as the case may be, and otherwise use its commercially reasonable efforts to cooperate as reasonably requested by the Holders participating in such Underwritten Offering and the underwriters in the offering, marketing or selling of the Registrable Securities.
(q) In the case of an Underwritten Offering, the Company shall use its commercially reasonable efforts to cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA.
(r) The Company shall use commercially reasonable efforts to take all other steps necessary to effect the registration, offering and sale of the Registrable Securities covered by the Registration Statement contemplated hereby.
(s) If the Company grants registration rights to any investor, except for registration rights granted to an investor that is a transfer agent and registrar holder of, together with its affiliates, at least 10% of the Company’s total equity outstanding immediately after giving effect to the issuance of securities in the 2012 Offering, that are more favorable to such investor than the registration rights provided herein for the Common Stockbenefit of the Holders, the Company will use reasonable efforts to extend such rights to the Holders of Registrable Securities on the same basis granted to such other investors.
Appears in 2 contracts
Samples: Registration Rights Agreement (Talmer Bancorp, Inc.), Registration Rights Agreement (Talmer Bancorp, Inc.)
Registration Procedures. If and whenever the Company is required by any of the provisions (a) With respect to a registration pursuant to Section 2 of this Agreement Addendum, the Company, subject to subsection 2(b) above, will use reasonable efforts to promptly effect the registration of any of the Registrable Securities under the Securities ActShares, and in connection therewith, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to do the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementfollowing:
(a) (i) prepare and file with the Commission SEC a Registration Statement and use reasonable efforts to cause such Registration Statement to become effective;
(ii) prepare and file with the SEC such amendments and post-effective amendments and supplements to the Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such Registration Statement continually effective and to comply with for a period expiring on the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each earlier of (A) the date there are no longer shares of Common Stock outstanding that constitute Registrable Shares or (B) one (1) year from the Closing Date (as defined in the Stock Purchase Agreement);
(iii) promptly notify Sellers, at any time when a Prospectus relating to Sellers' Registrable Shares covered by the Registration Statement and is required to be delivered under the Securities Act, of the occurrence of any amendment thereto does not, when it becomes effective, contain an event as a result of which the Registration Statement or the Prospectus or any document incorporated therein contains any untrue statement of a material fact fact, or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, therein in light of the circumstances under which they were mademade not misleading, not misleading and (B) the prospectus forming part Company shall promptly prepare and file with the SEC and furnish to Sellers a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the Registration StatementSellers' Registrable Shares, and such Prospectus shall not contain any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(iiv) prior use reasonable efforts to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution register or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities Shares covered by the Registration Statement for offer and sale under such other the securities or "blue sky sky" laws of such jurisdictions each state and other U.S. jurisdiction as any of the Holders shall Sellers reasonably request in writing; however, the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to so qualify, (B) take any action that would subject it to general service of process in any jurisdiction where it would not otherwise be subject to the limitations set forth such general service of process, or (C) subject itself to general taxation in Section 4(cany jurisdiction where it would not otherwise be subject; and
(v) above), and do any and use reasonable efforts to cause all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition Registrable Shares included in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities Registration Statement to be listed on the markets where New York Stock Exchange (or any other market on which the Common Stock is then listed).
(b) Sellers, upon receipt of any notice from the Company of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening occurrence of any event of which it has knowledge as a result the kind described in clause (iii) of which the prospectus included in the Registration Statementsubsection 4(a) above, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light will forthwith discontinue disposition of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Sellers' Registrable Securities Shares pursuant to the Registration Statement;
(fStatement covering such Sellers' Registrable Shares until Seller's receipt of the copies of the supplemented or amended Prospectus contemplated by such subsection 4(a) after becoming aware and, if so directed by the Company, Sellers will deliver to the Company all copies, other than permanent file copies then in Sellers' possession, of the most recent Prospectus covering such Sellers' Registrable Shares at the time of receipt of such eventnotice. Seller, notify each upon receipt of any notice from the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) Company of the issuance by the Commission of any stop order or other suspension blue sky order will forthwith, in the case of any stop order, discontinue disposition of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Sellers' Registrable Securities to be offered Shares pursuant to the Registration Statement and enable covering such certificates for the Sellers' Registrable Securities to be Shares or, in such denominations or amounts, as the case may beof any blue sky order, as any discontinue disposition of the Holders reasonably may request and registered Sellers' Registrable Shares in such names as any the applicable jurisdiction, until advised in writing of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion lifting or withdrawal of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stockorder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Brown & Brown Inc), Stock Purchase Agreement (Brown & Brown Inc)
Registration Procedures. If and whenever The following provisions shall apply in connection with the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Shelf Registration Statement:.
(a) The Company shall:
(i) prepare furnish to the Initial Purchaser and file to counsel for the Notice Holders (if appointed in accordance with Section 4), prior to the filing thereof with the Commission such amendments and supplements to Commission, a copy of the Shelf Registration Statement and each amendment thereto and each amendment or supplement, if any, to the prospectus used Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall reflect in connection therewith as may be necessary to keep each such Registration Statement effective and to comply document, when so filed with the provisions Commission, such comments as the Initial Purchaser reasonably proposes within three Business Days of the Securities Act with respect delivery of such document to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and Initial Purchaser; and
(ii) take all lawful action include information regarding the Notice Holders and the methods of distribution they have elected for their Registrable Securities provided to the Company in Notices and Questionnaires in a timely manner, as provided above, as necessary to permit such that each of distribution by the methods specified therein.
(Ab) The Company shall ensure that:
(i) the Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act; and
(ii) the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain 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 thereintherein not misleading.
(c) The Company shall advise the Initial Purchaser (solely with respect to clause (i) below), the Notice Holders and any underwriter that has provided in light writing to the Company a telephone or facsimile number and address for notices, and confirm such advice in writing, if requested (which notice pursuant to clauses (ii)-(v) below shall be accompanied by an instruction to suspend the use of the circumstances Prospectus until the Company shall have remedied the basis for such suspension):
(i) when the Shelf Registration Statement and any amendment thereto (other than supplements that do nothing more than name Holders and provide information with respect thereto or that are required to be filed by the Company under which they were made, not misleading the Exchange Act) has been filed with the Commission and when the Shelf Registration Statement or any post-effective amendment thereto has become effective;
(Bii) of any request by the prospectus forming part of the Registration Statement, and Commission for any amendment or supplement to the Shelf Registration Statement or the Prospectus or for additional information with respect thereto;
(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the institution or threatening of any proceeding for that purpose, does not at any time during of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Period include Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer” as defined in Commission Rule 405;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Common Stock included therein for sale in any jurisdiction or the institution or any written threat of any proceeding for such purpose; and
(v) of the happening of any event that requires any change in the Shelf Registration Statement or the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material fact or and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading;
(i) prior to the filing with the Commission . Each Holder agrees that, upon receipt of any Registration Statement (including any amendments thereto) and notice from the distribution or delivery Company of the happening of any prospectus (including event or the discovery of any supplements thereto)facts, provide draft copies thereof to each of the Holders as required by Section 4(c) and reflect kind described in such documents all such comments as the Holders (and their counsel) reasonably may propose; clauses (ii) through (v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Prospectus included in the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(h) hereof or written notice from the Company that the Shelf Registration Statement is again effective and no amendment or supplement is needed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies in such Holder’s possession, 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.
(d) The Company shall use its commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Shelf Registration Statement or the qualification of the securities therein for sale in any jurisdiction and, if issued, to obtain as soon as practicable the withdrawal thereof. The Company shall undertake additional actions as required to permit unrestricted resales of the Common Stock in accordance with the terms and conditions of this Agreement.
(e) Upon request, the Company shall furnish to each Notice Holder, without charge, at least one copy of the Holders such numbers of Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if a Notice Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).
(f) During the Shelf Registration Period, the Company shall promptly deliver to each Notice Holder and any sales or placement agents or underwriters acting on their behalf, without charge, as many copies of a prospectus the Prospectus (including a the preliminary prospectus Prospectus, if any) included in the Shelf Registration Statement and any amendment or supplement thereto as any such person may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement to any prospectus, as applicable, thereto by each of the foregoing in conformity connection with the requirements of the Securities Act, offering and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned in the manner contemplated by such Holder; and the Prospectus.
(iiig) provide Prior to any offering of Common Stock pursuant to the Holders copies of any comments and communications from the Commission relating to the Shelf Registration Statement, if lawful the Company shall use commercially reasonable efforts to do so;
(c) register and qualify arrange for the qualification of the Registrable Securities covered by for sale under the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Notice Holder shall reasonably request in writing and shall use reasonable best efforts to maintain such qualification in effect so long as required; provided that in no event shall the Company be obligated to qualify to do business or as a dealer in any jurisdiction where it is not then so qualified or to take any action that would subject it to taxation or service of process in any jurisdiction where it is not then so subject.
(subject h) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Company shall as promptly as practicable (or within the time period provided for by Section 3(i) hereof, if applicable) prepare a post-effective amendment to the limitations set forth in Section 4(c) above)Shelf Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, and do any and all other acts and things which may be necessary or advisable as thereafter delivered to enable such Holder to consummate the public sale or other disposition in such jurisdiction Initial Purchaser of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on included therein, the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statement, as then in effect, includes Prospectus will not include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingunder which they were made, not misleading.
(i) Upon the occurrence or existence of any pending corporate development, public filings with the Commission or any other material event that, in the reasonable judgment of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus, the Company shall prepare and file a curative amendment under Section 6(agive notice (without notice of the nature or details of such events) as quickly as reasonably possible and during to the Notice Holders that the availability of the Shelf Registration Statement is suspended and, upon actual receipt of any such periodnotice, the Holders shall each Notice Holder agrees not make to sell any sales of Registrable Securities pursuant to the Shelf Registration Statement;Statement until such Notice Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 3(h) hereof, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The period during which the availability of the Shelf Registration Statement and any Prospectus is suspended (the “Deferral Period”) shall not exceed 90 days in any 12-month period. Each Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of the Prospectus, except as required by applicable law.
(fj) after becoming aware of such event, notify each The Company shall comply with all applicable rules and regulations of the Holders who holds Registrable Securities being sold (or, in Commission and shall make generally available to its securityholders an earnings statement satisfying the event provisions of an underwritten offering, the managing underwritersSection 11(a) and Rule 158 of the issuance Act (in either case, or such longer period as permitted by the Commission pursuant to Rule 12b-25 promulgated under the Exchange Act) no later than 45 days after the end of any stop order a 12-month period (or other suspension 90 days, if such period is a fiscal year) beginning with the first month of the effectiveness Company’s first fiscal quarter commencing after the effective date of the Shelf Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;Statement.
(gk) cooperate with In addition to the Holders to facilitate Notice and Questionnaire, the timely preparation and delivery Company may require each Holder of certificates for the Registrable Securities to be offered sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and enable the distribution of such certificates Registrable Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement. The Company may exclude from the Shelf Registration Statement the Registrable Securities of any Holder that fails to furnish such information within 15 days after receiving such request.
(l) In connection with an underwritten offering of the Registrable Securities, and subject to Section 6 hereof, the Company shall enter into customary agreements (including, if requested, an underwriting agreement in customary form) and take all other customary actions in order to expedite or facilitate the registration or the underwritten disposition of Registrable Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain customary indemnification provisions and procedures.
(m) Subject to Section 6 hereof, the Company shall:
(i) make reasonably available for inspection during normal business hours and upon prior notice by a representative of the Notice Holders of Registrable Securities to be registered thereunder, any underwriter participating in any disposition pursuant to the Shelf Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such denominations or amounts, as the case may be, as any underwriter all relevant financial and other records and pertinent corporate documents of the Holders reasonably may request Company and registered its subsidiaries; provided that such persons shall, at the Company’s request, first agree in such names as writing with the Company that any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities information that is declared effective by the Commission, deliver and cause legal counsel selected designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purpose of exercising rights under this Agreement; and provided, further, that the Company shall not be required to deliver disclose any information subject to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, attorney-client privilege or attorney work product privilege if and to the extent necessary, an opinion such disclosure would constitute a waiver of such counselprivilege;
(hii) take use its commercially reasonable efforts to cause the appropriate officers, directors, employees, accountants and auditors of the Company to make available for inspection during normal business hours all relevant information reasonably requested by such Holders or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement as is customary for similar due diligence examinations; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Notice Holders or the Initial Purchaser by one counsel designated by and on behalf of such other lawful actions reasonably necessary parties as described in Section 4 hereof; provided, further, that such persons shall, at the Company’s request, first agree in writing with the Company that any information that is designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purpose of exercising rights under this Agreement; and provided, further, that the Company shall not be required to expedite disclose any information subject to the attorney-client privilege or attorney work product privilege if and facilitate to the disposition by extent such disclosure would constitute a waiver of such privilege;
(iii) make such representations and warranties to the Holders of their Registrable Securities registered thereunder and the underwriters, if any, in accordance with the intended methods therefor provided form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the prospectus which are customary for issuers to perform under the circumstancesPurchase Agreement;
(iiv) if requested by any Notice Holder in connection with an underwritten offering of the Registrable Securities, obtain opinions of counsel to the Company in customary form addressed to the Managing Underwriters, if any, and each selling Holder that is an underwriter;
(v) obtain “comfort” letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the event Shelf Registration Statement), addressed to each selling Holder of Registrable Securities registered thereunder that is an underwritten offeringunderwriter and the Managing Underwriters, promptly include or incorporate if any, in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein customary form and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified covering matters of the matters type customarily covered in “comfort” letters to be included or incorporated underwriters in such prospectus supplement or post-effective amendmentconnection with similar underwritten offerings; and
(jvi) maintain deliver such documents and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters, if any, including those to evidence compliance with Section 3(j) hereof and with any customary conditions (including without limitation lock-up agreements with directors and officers) contained in the underwriting agreement or similar agreement entered into by the Company in connection with such underwritten offering. The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (m) shall be performed in connection with any underwriting or similar agreement as and to the extent required thereunder.
(n) In the event that any Broker-Dealer shall underwrite any Registrable Securities or participate as a transfer member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the NASD Rules) thereof, whether as a Holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company shall use its reasonable best efforts to assist such Broker-Dealer in complying with the NASD Rules (subject to the same limitations and registrar for qualifications regarding confidentiality, attorney-client privilege and attorney work product privilege described in Section 3(m) above).
(o) The Company shall use its commercially reasonable efforts to take all other steps necessary to effect the Common Stockregistration of the Registrable Securities covered by the Shelf Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Linear Technology Corp /Ca/), Registration Rights Agreement (Linear Technology Corp /Ca/)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement registration statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may proposepropose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents); (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such HolderInvestor; and (iii) provide to the Holders each Investor copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(d) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, subject to Section 3(g), and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably commercially possible and during such period, the Holders Investors shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Convertible Debenture and Warrants Purchase Agreement (Famous Fixins Inc), Convertible Debenture and Warrants Purchase Agreement (Famous Fixins Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:: 5.1
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (iib) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Effectiveness Period 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, in light of the circumstances under which they were made, not misleading;; 5.2
(ia) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c) 3.3 and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may propose; propose respecting the Selling Shareholders and Plan of Distribution sections (iior equivalents) and (b) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such HolderInvestor; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) 5.3 register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c) 3.3 above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such Holder;
(d) Investor; 5.4 list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) Principal Market; 5.5 notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall use its best efforts to prepare and file a curative amendment under Section 6(a) 5.1; 5.6 as quickly promptly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) ; 5.7 cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three Trading Days five (5) trading days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) ; 5.8 take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) ; 5.9 in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) and 5.10 maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Hillman Co), Registration Rights Agreement (Hillman Co)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Holder's assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder of such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;.
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish to each of the Holders Holder such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Holder shall reasonably request (subject to the limitations set forth in Section 4(c3(d) above), and do any and all other acts and things which may be necessary or advisable to enable such each Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such Holder, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process;
(d) list such Registrable Securities on the markets where American Stock Exchange, other national securities exchange, the NASDAQ National Market or the NASDAQ Small-Cap Market, on which the Common Stock of the Company is listed as of the effective date of the Registration Statementthen listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange or Nasdaq;
(e) notify each Holder of Registrable Securities covered by the Holders Registration Statement, at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Holder who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders Holder may request; and, within three Trading Days business days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersHolders whose Registrable Securities are included in such Registration Statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Brilliant Digital Entertainment Inc), Registration Rights Agreement (Brilliant Digital Entertainment Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ ' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementEffective Date, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tangible Asset Galleries Inc), Registration Rights Agreement (Tangible Asset Galleries Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement Section 12.01 hereof to use its best efforts to effect the registration of any of the Registrable Securities its securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement)shall, as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;,
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders Seller such numbers of copies of a prospectus prospectus, including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soSeller;
(cii) register and qualify the Registrable Securities notify each Seller of any securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above)registration statement, and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which Company's becoming aware that the prospectus included in the Registration Statementsuch 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 the light of the circumstances then existing (upon receipt of which each Seller agrees to forthwith cease making offers and sales of such securities pursuant to such prospectus and to deliver to the Company any copies of such prospectus then in the possession of such Seller), and at the request of any such Seller promptly prepare 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 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 the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(fiii) after becoming aware make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of such eventat least twelve months, notify each but not more than eighteen months, beginning with one of the Holders who holds Registrable Securities being sold (orfirst three months after the effective date of the registration statement, in which earnings statement shall satisfy the event provisions of an underwritten offering, the managing underwritersSection 11(a) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspensionSecurities Act;
(giv) cooperate otherwise use its best efforts to comply with the Holders to facilitate the timely preparation all applicable rules and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any regulations of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(hv) take all use its best efforts to list such other lawful actions reasonably necessary to expedite and facilitate securities on any securities exchange on which the disposition by Common Stock of the Holders Company is then listed, or, if not so listed, on a national securities exchange, if the listing of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform such securities is then permitted under the circumstances;rules of such exchange; Warrant Agreement -----------------
(ivi) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain provide a transfer agent and registrar for all the Common Stocksecurities covered by such registration statement not later than the effective date of such registration statement; and
(vii) make available for inspection by any Seller of securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such Seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter, attorney, accountant or agent in connection with such registration statement. If any such registration or comparable statement refers to any Seller by name or otherwise as the holder of any securities of the Company, then such Seller shall have the right to require (A) the insertion therein of language, in form and substance satisfactory to such Seller, to the effect that the holding by such Seller of such securities is not to be construed as a recommendation by such Seller of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Seller will assist in meeting any future financial requirements of the Company, or (B) in the event that such reference to such Seller by name or otherwise is not required by the Securities Act, the deletion of the reference to such Seller. The Company may require each Holder of securities to, and each such Holder, as a condition to including Securities in such registration, shall, furnish the Company with such information and affidavits regarding such holder and the distribution of such securities as the Company may from time to time reasonably request in writing in connection with such registration. No Seller may participate in any underwritten registration hereunder unless such Seller (a) agrees to sell such Seller's securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, lock-ups, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights. Each Seller of securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 12.03(ii), such Seller will forthwith discontinue such Seller's disposition of securities pursuant to the registration statement relating to such securities until such Seller's receipt of the copies of the supplemented or amended prospectus contemplated by Section 12.03(ii) and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Seller's possession of any prospectus relating to such securities at the time of receipt of such notice.
Appears in 2 contracts
Samples: Special Warrant Agreement (Nuco2 Inc /Fl), Special Warrant Agreement (Nuco2 Inc /Fl)
Registration Procedures. If and whenever the Company is required For each registration, qualification or compliance carried out by any Gottschalks pursuant to this Agreement, Gottschalks shall give each Holder written notice of the provisions initiation of this Agreement to effect the registration of any of the Registrable Securities under the Securities Actsuch registration, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance qualification or compliance and cooperation as reasonably required with respect to each Registration StatementGottschalks will:
(a) provide to each Holder participating in such registration a reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and any other documents as may reasonably be necessary to facilitate a public offering;
(ib) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities Shares covered by such Registration Statement whenever any registration statement during the effectiveness of the such registration statement;
(c) use its best efforts to register or qualify all Shares covered by such registration statement under such securities or blue sky laws of such jurisdiction as each Holder shall desire reasonably request, except that Gottschalks shall not for any such purpose be required to sell qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or otherwise dispose to subject itself to taxation in any such jurisdiction or to consent generally to service of the same process in any such jurisdiction; and
(including d) immediately notify each Holder of Shares covered by such registration statement, at any time when a prospectus supplements with respect relating thereto is required to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated be delivered under the Securities Act) and (ii) take all lawful action , of the happening of any event as a result of which the prospectus included in such that each of (A) the Registration Statement and any amendment thereto does notregistration statement, when it becomes effectiveas then in effect, contain includes an untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statementthen existing, and at the request of any such Holder prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment or supplement theretoof such prospectus as may be necessary so that, does as thereafter delivered to the purchasers of such Shares, such prospectus shall not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Gottschalks Inc), Registration Rights Agreement (Levy Joseph)
Registration Procedures. If and whenever In connection with the Company is required by any of the provisions of this Agreement to effect the Company’s registration of any of the Registrable Securities under the Securities Actobligations hereunder, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementshall:
(a) Prepare and file with the Commission a Registration Statement with respect to the Registrable Securities and use its commercially reasonably efforts to cause that Registration Statement to become and remain effective;
(ib) Use its commercially reasonable efforts to prepare and file with the Commission such any amendments and supplements to the Registration Statement and the prospectus used in connection therewith Prospectus as may be necessary to keep such the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all the Registrable Securities covered by such Registration Statement whenever any Statement, until the earlier of the Holder shall desire to sell or otherwise dispose sale of the same (including prospectus supplements with respect to the sales of all Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under covered thereby or one hundred eighty (180) days after the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleadingeffective date thereof;
(ic) prior Furnish to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in Holder such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such reasonable numbers of copies of a prospectus the Prospectus, including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, documents as any of the Holders Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned covered by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(cd) register and Register or qualify the Registrable Securities covered by the Registration Statement under such other the securities or blue sky Blue Sky laws of such jurisdictions states as any of the Holders Holder shall reasonably request (subject to the limitations set forth in Section 4(c) above)request, and do any and all other acts and things which that may be necessary or advisable desirable to enable such the Holder to consummate the public sale or other disposition in such jurisdiction states of the Registrable Securities owned by such the Holder;
; provided, however, that the Company shall not be required in connection with this paragraph (d) list such Registrable Securities on the markets where the Common Stock to qualify as a foreign corporation or execute a general consent to service of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such marketsprocess in any jurisdiction;
(e) Use its commercially reasonable efforts to notify the Holders Holder at any time when a prospectus Prospectus relating thereto to Registrable Securities covered by the a Registration Statement is required to be delivered under the Securities Act, of Act or the happening of any event of which it has knowledge as a result of which the prospectus Prospectus included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. If the Company has so notified the Holder, the Holder shall immediately cease making offers of Registrable Securities until the Company has further notified the Holder that the Holder may resume making offers of Registrable Securities using such Prospectus and/or the Prospectus is amended to comply with the requirements of the Securities Act and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during has provided the Holder with such periodamended prospectuses and, following receipt of the amended prospectus, the Holders Holder shall not make any sales be free to resume making offers of the Registrable Securities pursuant to the Registration Statement;under such amended prospectus.
(f) after becoming aware of Cause all such event, notify each of the Holders who holds Registrable Securities being sold (registered hereunder to be listed on each securities exchange or, in the event of an underwritten offeringif applicable, the managing underwriters) of the issuance trading system, on which similar securities issued by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;Company are then listed; and
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain Provide a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the Common Stockeffective date of such registration.
Appears in 2 contracts
Samples: Merger Agreement (Omtool LTD), Registration Rights Agreement (Omtool LTD)
Registration Procedures. If The Company will keep each Holder advised in writing as to the initiation of the registration and whenever as to the completion thereof. At its expense, as long as the Company is required by any of to use its best efforts to keep the provisions of this Agreement Registration Statement effective pursuant to effect the registration of any of the Registrable Securities under the Securities ActSection 7.2 hereof, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementwill:
(a) (i) prepare Prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith with such Registration Statement as may be necessary to keep such Registration Statement effective comply with Section 7.2 hereof and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement whenever Statement;
(b) Furnish such number of prospectuses and other documents incident thereto, including any amendments of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities prospectus, as a Holder from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do sorequest;
(c) register and qualify the Notify each seller of Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Act of the happening of any event of which it has knowledge as a result of which the prospectus included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such shares, 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 or incomplete in the light of the circumstances then existing;
(d) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company shall prepare and file a curative amendment under are then listed, as set forth in Section 6(a7.9 hereof;
(e) as quickly as reasonably possible and during such period, the Holders shall not make Make available for inspection by any sales seller of Registrable Securities Securities, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney or accountant 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 and directors to supply all information reasonably requested by any such seller, underwriter, attorney or accountant in connection with such Registration Statement: provided, however, that such seller, underwriter, attorney or accountant shall agree to hold in confidence and trust all information so provided;
(f) after becoming aware Furnish to each selling Holder upon request a copy of all documents filed with and all correspondence from or to the SEC in connection with any such event, notify each of offering other than non-substantive cover letters and the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspensionlike;
(g) cooperate Otherwise use its best efforts to comply with all applicable rules and regulations of the Holders SEC, and make generally available to facilitate its security holders, an earnings statement covering a period of at least twelve months beginning after the timely preparation and delivery effective date of certificates the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. Such statement may be provided to the Company's security holders through the first annual report mailed to such security holders which includes financial statements for the Registrable Securities to be offered pursuant appropriate period; provided, however, that if any Shares are converted into Common Stock prior to the Registration Statement and enable date such certificates for earnings statement is made generally available to the Registrable Securities to be in Company's security holders, the Company shall make such denominations or amounts, statement generally available as the case may be, soon as any of the Holders reasonably may request and registered in such names as any of the Holders may requestpracticable; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary Use its best efforts to expedite and facilitate register or qualify the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) securities or blue sky laws of each jurisdiction as any Holder shall reasonably request, to keep such registration or qualification in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to effect for so long as the Registration Statement remains in effect, and do any and all other acts or things which may be necessary or advisable to enable such information as Holder to consummate the managers reasonably agree should be included therein and to which public sale or other disposition in such jurisdictions of the Registrable Securities: provided, however, that the Company does shall not reasonably object and make all be required filings to consent to general service of such prospectus supplement or post-effective amendment as soon as practicable after process in any jurisdiction where it is notified not then qualified or subject itself to the payment of any taxes or the matters to jurisdiction of any taxing authority where the Company would not otherwise be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stocksubject.
Appears in 2 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Global Pharmaceutical Corp \De\), Series B Convertible Preferred Stock Purchase Agreement (Cambio Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Purchaser's assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any the Purchaser of the Holder such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;.
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) Purchasers and reflect in such documents all such comments as the Holders Purchasers (and their counsel) reasonably may propose; propose and (ii) furnish to each of the Holders Purchaser such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soPurchaser;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Purchaser shall reasonably request (subject to the limitations set forth in Section 4(c3(d) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Purchaser to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such HolderPurchaser, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process;
(d) list such Registrable Securities on the markets where Principal Market, and any other exchange on which the Common Stock of the Company is listed as of the effective date of the Registration Statementthen listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange or the Nasdaq Stock Market;
(e) notify the Holders each Purchaser at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Purchaser who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Purchasers to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Purchasers reasonably may request and registered in such names as any of the Holders Purchaser may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersPurchasers whose Registrable Securities are included in such Registration Statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Purchasers of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Waverider Communications Inc), Common Stock Purchase Agreement (McGlen Internet Group Inc)
Registration Procedures. If and whenever In connection with the obligations of the Company is required with respect to a registration contemplated by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActSection 2 and 3 hereof, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementshall:
(a) prepare and file with the SEC, as soon as reasonably practicable after receipt of a written request pursuant to Section 2 or Section 3, a registration statement, which registration statement shall (i) be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution by the Selling Holders thereof and (ii) comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith;
(b) subject to the last three sentences of this Section 5(b) and Section 5(i) hereof, (i) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith such registration statement as may be necessary to keep such Registration Statement registration statement effective for the applicable period; (ii) cause the prospectus which is part of such registration statement (a "Prospectus") to be amended or supplemented as required and to be filed as required by Rule 424 or any similar rule that may be adopted under the Securities Act; (iii) respond as promptly as practicable to any comments received from the SEC with respect to the registration statement or any amendment thereto; and (iv) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the Selling Holders thereof. Notwithstanding anything to the contrary contained herein, the Company shall not be required to take any of the actions described in clauses (i), (ii) or (iii) in this Section 5(b), Section 5(d) or Section 5(i) with respect to each Holder of Registrable Securities (x) to the extent that the Company is in possession of material non-public information that it deems advisable not to disclose or is engaged in active negotiations or planning for a merger or acquisition or disposition transaction and it delivers written notice to each such Selling Holder of Registrable Securities to the effect that such Selling Holder may not make offers or sales under the registration statement for a period not to exceed thirty (30) days from the date of such notice; PROVIDED, HOWEVER, that the Company may deliver only two such notices within any twelve-month period, (y) unless and until the Company has received a written notice (a "Registration Notice") from a Selling Holder that such Selling Holder intends to make offers or sales under a registration statement as specified in such Registration Notice; PROVIDED, HOWEVER, that the Company shall have ten (10) business days to prepare and file any such amendment or supplement after receipt of the Registration Notice or such longer period as is reasonably necessary if such preparation and filing are not commercially practicable within ten (10) business days or (z) to the extent the Company elects pursuant to Section 6 hereof to purchase the Shares which are the subject of the Registration Notice. One a Selling Holder has delivered a Registration Notice to the Company, such Selling Holder shall promptly provide to the Company such information as the Company reasonably requests in order to identify such Selling Holder and the method of distribution in a post-effective amendment to the registration statement or a supplement to the Prospectus. Such Selling Holder also shall notify the Company in writing upon completion of such offer or sale or at such time as such Selling Holder no longer intends to make offers or sales under the registration statement;
(c) furnish to each Selling Holder of Registrable Securities, without charge, as many copies of each Prospectus and any amendment or supplement thereto as such Holder may reasonably request in order to facilitate the public sale or other disposition of all the Registrable Securities; the Company consents to the use of the Prospectus and any amendment or supplement thereto by each such Selling Holder of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the Prospectus or amendment or supplement thereto;
(d) use its reasonable efforts to register or qualify the Registrable Securities by the time a registration statement is declared effective by the SEC under all applicable state securities or blue sky laws of such jurisdictions in the United States and its territories and possessions as any Holder of Registrable Securities covered by a registration statement shall reasonably request in writing, keep each such registration or qualification effective during the period such registration statement is required to be kept effective or during the period offers or sales are being made by a Selling Holder that has delivered a Registration Statement whenever Notice to the Company, whichever is shorter; PROVIDED, HOWEVER, that in connection therewith, the Company shall not be required to (i) qualify as a foreign corporation to do business or to register as a broker or dealer in any such jurisdiction where it would not otherwise be required to qualify or register but for this Section 5(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) file a general consent to service of process in any such jurisdiction;
(e) notify each Selling Holder of Registrable Securities promptly and, if requested by such Selling Holder, confirm in writing, (i) when a registration statement and any post-effective amendments thereto have become effective, (ii) when any amendment or supplement to the applicable Prospectus has been filed with the SEC, (iii) of the Holder shall desire to sell issuance by the SEC or otherwise dispose any state securities authority of any stop order suspending the same effectiveness of a registration statement or any part thereof or the initiation of any proceedings for that purpose, (including prospectus supplements iv) if the Company receives any notification with respect to the sales suspension of the qualification of the Registrable Securities from time to time for offer or sale in connection with any jurisdiction or the initiation of any proceeding for such purpose, and (v) of the happening of any event during the period a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each is effective as a result of which (A) the Registration Statement and such registration statement contains any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit omits to state a 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, therein not misleading and or (B) the prospectus forming part of the Registration Statement, and applicable Prospectus as then amended or supplemented contains any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(if) prior make every reasonable effort to obtain the filing with the Commission withdrawal of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of suspending the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission registration statement or removal of such stop order or other suspensionany part thereof as promptly as possible;
(g) furnish to each Selling Holder of Registrable Securities without charge, at least one conformed copy of the applicable registration statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);
(h) cooperate with the Selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates for the representing Registrable Securities to be offered pursuant to the Registration Statement sold and not bearing any Securities Act legend; and enable such certificates for the such Registrable Securities to be issued at least two business days prior to any sale of Registrable Securities for such numbers of shares and registered in such denominations names as the Selling Holders may reasonably request, upon ten (10) business days prior notice;
(i) subject to the last three sentences of Section 5(b) hereof, upon the occurrence of any event contemplated by clause (x) of Section 5(b) or amountsclause (v) of Section 5(e) hereof, use its reasonable efforts promptly to prepare and file an amendment or a supplement to the Prospectus or any document incorporated therein by reference or prepare, file and obtain effectiveness of a post-effective amendment to the registration statement, or file any other required document, in any such case to the extent necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus as then amended or supplemented will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading;
(j) make available for inspection by the Selling Holders of Registrable Securities and any counsel, accountants or other representatives retained by such Selling Holders all financial and other records, pertinent corporate documents and properties of the Company and cause the officers, directors and employees of the Company to supply all such records, documents or information reasonably requested by such Selling Holders, counsel, accountants or representatives in connection with the registration statement; PROVIDED, HOWEVER, that such records, documents or information which the Company determines in good faith to be confidential and with respect to which the Company notifies such Selling Holders, counsel, accountants or representatives in writing that such records, documents or information are confidential, shall not be disclosed by such Selling Holders, counsel, accountants or representatives unless (i) such disclosure is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (ii) such records, documents or information become generally available to the public other than through a breach of this Agreement;
(k) a reasonable time prior to the filing of any registration statement or any amendment thereto, or any Prospectus or any amendment or supplement thereto, provide copies of such document (not including any documents incorporated by reference therein unless requested) to the Selling Holders of Registrable Securities;
(l) use its reasonable efforts to cause all Registrable Securities to be listed on any securities exchange on which similar securities issued by the Company are then listed;
(m) provide a CUSIP number for all Registrable Securities, not later than the effective date of any applicable statement;
(n) use its reasonable efforts to make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(o) if requested by a Selling Holder and any underwriters engaged by such Selling Holder for purposes of distributing the Registrable Securities, enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and take all such other reasonable actions in connection therewith (including those reasonably requested by the underwriters or such Selling Holder) in order to expedite or facilitate the disposition of such Registrable Securities, and in such connection, (i) make such representations and warranties to the underwriters with respect to the business of the Company and the registration statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and confirm the same if and when requested; (ii) obtain opinions of counsel to the Company and updates thereof (which shall be in form and substance reasonably satisfactory to the underwriters and their counsel), addressed to such Selling Holder and each of the underwriters covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such counsel and underwriters; (iii) obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company, addressed to such Selling Holder and each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings (in each case, to the extent permitted by applicable accounting rules and guidelines); (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the underwriters than those set forth in Section 7 hereof and cross indemnification by the underwriters similar to that set forth in Section 7 hereof in favor of the Company or the Selling Holders, as the case may be, ; and (v) deliver such documents and certificates as any may be reasonably requested by the managing underwriters and their counsel to evidence the continued validity of the Holders reasonably may request representations and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company warranties made pursuant to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
clause (i) above of this Section 5(o) and to evidence compliance with any customary conditions contained in the event underwriting agreement entered into by the Company. The Company may require each Selling Holder of Registrable Securities to furnish to the Company in writing such information regarding the proposed distribution by such Selling Holder of such Registrable Securities as the Company may from time to time reasonably request in writing. In connection with and as a condition to the Company's obligations with respect to the Shelf Registration Statement pursuant to Section 3 hereof and this Section 5, each Selling Holder covenants and agrees that (i) it will not offer or sell any Registrable Securities under the Shelf Registration Statement until it has provided a Registration Notice pursuant to Section 5(b) and has received copies of the Prospectus as then amended or supplemented as contemplated by Section 5(c) and notice from the Company that the registration statement and any post-effective amendments thereto have become effective as contemplated by Section 5(e); (ii) upon receipt of any notice from the Company contemplated by Section 5(b) (in respect of the occurrence of an underwritten offeringevent contemplated by clause (x) of Section 5(b)) or Section 5(e) (in respect of the occurrence of an event contemplated by clause (v) of Section 5(e)), promptly include such Selling Holder shall not offer or incorporate in a prospectus supplement sell any Registrable Securities pursuant to the Shelf Registration Statement until such Selling Holder receives copies of the supplemented or amended Prospectus contemplated by Section 5(i) hereof and receives notice that any post-effective amendment has become effective, and, if so directed by the Company, such Selling Holder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Selling Holder's possession, of the Prospectus as amended or supplemented at the time of receipt of such notice; (iii) all offers and sales by such Selling Holder under the Shelf Registration Statement must be completed within sixty (60) days after the first date on which offers or sales can be made pursuant to clause (i) above, and upon expiration of such information sixty (60) day period, the Selling Holder may not offer or sell any Registrable Securities under the Shelf Registration Statement until it has again complied with the provisions of clause (i) above; (iv) such Selling Holder and any of its partners, officers, trustees, directors or affiliates, if any, must comply with the provisions of Regulation M under the Exchange Act as applicable to them in connection with sales of Registrable Securities pursuant to the Shelf Registration Statement; and (v) such Selling Holder and any of its partners, officers, trustees, directors or affiliates, if any, must enter into such written agreements as the managers Company shall reasonably agree should be included therein and request to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
ensure compliance with clause (jiv) maintain a transfer agent and registrar for the Common Stockabove.
Appears in 2 contracts
Samples: Registration Rights Agreement (Equity Office Properties Trust), Registration Rights Agreement (Equity Office Properties Trust)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Purchaser's assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith Prospectus as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any the Purchaser of the Holder such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (B) the prospectus forming part of the Registration StatementProspectus, and any amendment or supplement thereto, does not at any time during the Registration Effectiveness Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus the Prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) Purchaser and reflect in such documents all such comments as the Holders Purchaser (and their its counsel) reasonably may propose; propose and (ii) furnish to each of the Holders Purchaser such numbers of copies of a prospectus the Prospectus including a preliminary prospectus or any amendment or supplement to any prospectusthe Prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soSecurities;
(c) register and qualify comply with the New York blue sky laws with respect to the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c3(g) above), and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder the Purchaser to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by Securities, except that the Company shall not for any such Holderpurpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process;
(d) list such Registrable Securities on the markets where Principal Market, and any other exchange on which the Common Stock of the Company is listed as of the effective date of the Registration Statementthen listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange or the Principal Market;
(e) notify the Holders Purchaser at any time when a prospectus relating thereto covered by the Registration Statement Prospectus is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration StatementProspectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment or curative supplement under Section 6(a5(a) as quickly as reasonably commercially possible and during such period, the Holders period beginning on the date of notice until the curative amendment is effective or a curative supplement is filed shall not make any sales of Registrable Securities pursuant to be deemed a Suspension Period and the Registration StatementCompany shall compensate the Purchaser as set forth in Section 3(j) herein;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Purchaser of their its Registrable Securities in accordance with the intended methods therefor provided in the prospectus Prospectus which are customary for issuers to perform under the circumstances;
(ih) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers managing underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(ji) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Data Race Inc), Registration Rights Agreement (Data Race Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may propose; propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soInvestor;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Common Stock and Warrants Purchase Agreement (Focus Enhancements Inc), Common Stock and Warrants Purchase Agreement (Focus Enhancements Inc)
Registration Procedures. If In connection with any Shelf Registration Statement, the following provisions shall apply:
a. The Company shall: (i) furnish to the Purchasers, within a reasonable period of time, but in any event within four (4) Business Days, prior to the filing thereof with the SEC to afford the Purchasers and whenever their counsel a reasonable opportunity for review, a copy of the Shelf Registration Statement, and each amendment thereof, and a copy of each Prospectus, and each amendment or supplement thereto (excluding amendments caused by the filing of a report under the Exchange Act or filed for purposes of filing exhibits to the Shelf Registration Statement), and shall reflect in each such document, when so filed with the SEC, such comments as the Purchasers may reasonably propose therein; and (ii) include information regarding the Notice Holders and the methods of distribution they have elected for their Transfer Restricted Securities provided to the Company is required in Notice and Questionnaires as necessary to permit such distribution by any of the provisions of this Agreement methods specified therein.
b. Subject to effect the registration of any of the Registrable Securities under the Securities ActSection 2(d), the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) ensure that: (i) prepare and file with the Commission such amendments and supplements to the Shelf Registration Statement and the prospectus used any amendment thereto and any Prospectus forming a part thereof and any amendment or supplement thereto comply in connection therewith as may be necessary to keep such Registration Statement effective and to comply all material respects with the provisions of the Securities Act with respect to and the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) rules and regulations thereunder; (ii) take all lawful action such that each of (A) the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain 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; and (iii) any Prospectus forming a part of the Shelf Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation with respect to any Holder Information.
c. The Company, as promptly as reasonably practicable (but in any event within two Business Days), shall notify the Purchasers and each Notice Holder:
(i) when any Prospectus or any supplement thereto has been filed with the SEC and when the Shelf Registration Statement or any post-effective amendment thereto has become effective;
(ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of any Prospectus or the initiation or threat of any proceedings for that purpose;
(iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of the Transfer Restricted Securities included in any Shelf Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;
(iv) of the occurrence of, but not the nature of or details concerning, any event or the existence of any condition that requires the making of any changes in the Shelf Registration Statement or the Prospectus or any document incorporated by reference therein so that, as of such date, the statements therein are not misleading and (B) the prospectus forming part of Shelf Registration Statement or the Registration StatementProspectus or any document incorporated by reference therein, and any amendment or supplement theretoas the case may be, does not at any time during the Registration Period 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 thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading;
(iv) prior of the Company’s determination that a post-effective amendment to the filing with Shelf Registration Statement is necessary (other than a post-effective amendment pursuant to Section 2(b)(ii)); and
(vi) of the Commission commencement (including as a result of any Registration Statement (including any amendments thereto) and of the distribution events or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect circumstances described in such documents all such comments as the Holders (and their counsel) reasonably may propose; paragraph (ii) above) and termination of any Suspension Period.
d. The Company shall use its reasonable best efforts to obtain: (i) the withdrawal of any order suspending the effectiveness of any Shelf Registration Statement and the use of any related Prospectus; and (ii) the lifting of any suspension of the qualification (or exemption from qualification) of any of the Transfer Restricted Securities for offer or sale in any jurisdiction in which they have been qualified for sale, in each case at the earliest possible time, and shall provide notice to each Notice Holder and the Purchasers of the withdrawal of any such orders or suspensions.
e. The Company shall promptly furnish to the Purchasers (and, upon written request from any Notice Holder to such Notice Holder), without charge, (i) at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, excluding all documents incorporated or deemed to be incorporated therein by reference and all exhibits thereto, (ii) promptly after the same is prepared and filed with the SEC, one copy of the Shelf Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of the Shelf Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements thereto.
f. The Company shall promptly furnish to the Legal Counsel copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Shelf Registration Statement; provided, that such correspondence shall not be furnished to any Purchaser unless such Purchaser agrees to keep confidential any information regarding such correspondence.
g. The Company shall, during the Shelf Registration Period, promptly deliver to the Purchasers and each Notice Holder, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in the Shelf Registration Statement, and any amendment or supplement thereto, as such person may reasonably request and except as provided in Sections 2(e) and 3(p) hereof; and the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders such numbers in connection with the offering and sale of copies of a prospectus including a preliminary prospectus the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto.
h. The Company shall submit to any prospectusthe SEC, as applicable, in conformity with within two (2) Business Days after the requirements Company learns that no review of the Securities Act, and such other documents, as any Shelf Registration Statement will be made by the staff of the Holders may reasonably request in order to facilitate SEC or that the public sale or other disposition of staff has no further comments on the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Shelf Registration Statement, if lawful to do so;
(c) register and qualify as the Registrable Securities covered by case may be, a request for acceleration of effectiveness of the Shelf Registration Statement to a time and date not later than 48 hours after the submission of such request.
i. Prior to any offering of Transfer Restricted Securities pursuant to any Shelf Registration Statement, the Company shall register or qualify or cooperate with the Notice Holders and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Transfer Restricted Securities for offer and sale, under such other the securities or blue sky laws of such jurisdictions within the United States as any of the such Notice Holders shall reasonably request (subject to the limitations set forth and shall maintain such qualification in Section 4(c) above), effect so long as required and do any and all other acts and or things which may be necessary or advisable to enable such Holder to consummate the public offer and sale or other disposition in such jurisdiction jurisdictions of the Registrable Transfer Restricted Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Shelf Registration Statement is Statement; provided, however, that the Company will not be required to: (i) qualify generally to be delivered under the Securities Act, of the happening of any event of which it has knowledge do business as a result foreign corporation or as a dealer in securities in any jurisdiction where it is not then so qualified or; (ii) take any action which would subject it to service of which the prospectus included process or taxation in the Registration Statement, as then in effect, includes an untrue statement excess of a material fact or omits to state a material fact required to be stated therein or necessary to make nominal dollar amount in any such jurisdiction where it is not then so subject.
j. If the statements therein not misleading Transfer Restricted Securities are in the light of the circumstances then existingcertificated form, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable representing Transfer Restricted Securities to be offered sold pursuant to the Shelf Registration Statement free of any restrictive legends at least two (2) Business Days prior to settlement of sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement.
k. Subject to the exceptions contained in (i) and enable such certificates for (ii) of Section 3(i) above, the Registrable Company shall use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Shelf Registration Statement to be registered with or approved by such other federal, state and local governmental agencies or authorities, and self-regulatory organizations in the United States as may be necessary to enable the Holders to consummate the disposition of such denominations Transfer Restricted Securities as contemplated by the Shelf Registration Statement; without limitation to the foregoing, the Company shall provide all such information as may be required by the NASD in connection with the offering under the Shelf Registration Statement of the Transfer Restricted Securities.
l. Upon the occurrence of any event described in Section 3(c)(iv) or amounts3(c)(v) hereof, the Company shall promptly prepare and file with the SEC a post-effective amendment to the Shelf Registration Statement, or an amendment or supplement to the related Prospectus, or any document incorporated therein by reference, or file a document which is incorporated or deemed to be incorporated by reference in the Shelf Registration Statement or Prospectus, as the case may be, so that, as any thereafter delivered to purchasers of the Holders reasonably may request Transfer Restricted Securities included therein, the Shelf Registration Statement and registered the Prospectus, in such names each case as then amended or supplemented, will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Holders may request; Prospectus, in the light of the circumstances under which they were made) not misleading and, within three Trading Days after in the case of a Registration Statement which includes Registrable Securities is declared post-effective by amendment, use its reasonable best efforts to cause it to become effective as promptly as practicable; provided that the Commission, deliver and cause legal counsel selected by Company’s obligations under this paragraph (k) shall be suspended if the Company to deliver to has suspended the transfer agent for use of the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities Prospectus in accordance with Section 2(c) hereof and given notice of such suspension to Notice Holders, it being understood that the intended methods therefor provided in Company’s obligations under this Section 3(l) shall be automatically reinstated at the prospectus which are customary for issuers end of such Suspension Period.
m. The Company shall use its reasonable best efforts to perform comply with all applicable rules and regulations of the SEC and shall make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated by the SEC thereunder (or any similar rule promulgated under the circumstances;
(iSecurities Act) in for a 12-month period commencing on the event first day of an underwritten offering, promptly include the first fiscal quarter of the Company commencing after the effective date of the Shelf Registration Statement or incorporate in a prospectus supplement or each post-effective amendment to the Shelf Registration Statement, which such statements shall be made available no later than 45 days after the end of the 12-month period or 90 days after the end of the 12-month period, if the 12-month period coincides with the fiscal year of the Company.
n. The Company shall cause all shares of Common Stock issuable upon conversion of the Notes to be reserved for listing on each securities exchange or quotation system on which the Common Stock is then listed no later than the date the Shelf Registration Statement is declared effective and, shall cause all Common Stock to be so listed when issued, and, in connection therewith, to make such filings as may be required under the Exchange Act and to have such filings declared effective as and when required thereunder.
o. If reasonably requested in writing in connection with any disposition of Transfer Restricted Securities pursuant to a Shelf Registration Statement, make reasonably available for inspection during normal business hours by a representative for the Notice Holders of such Transfer Restricted Securities and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate executive officers, directors and designated employees of the Company and its subsidiaries to make reasonably available for inspection during normal business hours all relevant information reasonably requested by such representative for the Notice Holders or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar “due diligence” examinations; provided, however, that any information that is designated by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Persons, unless disclosure thereof is made in connection with a court, administrative or regulatory proceeding or required by law, or such information has become available to the public generally through the Company or through a third party without an accompanying obligation of confidentiality.
p. Each Notice Holder agrees that, upon receipt of notice of the happening of an event described in Sections 3(c)(ii) through and including 3(c)(vi), it shall forthwith discontinue (and shall cause its agents and representatives to discontinue) disposition of Transfer Restricted Securities and will not resume disposition of Transfer Restricted Securities until such Holder has received copies of an amended or supplemented Prospectus contemplated by Section 3(l) hereof, or until such Notice Holder is advised in writing by the Company that the use of the Prospectus may be resumed or that the relevant Suspension Period has been terminated, as the managers reasonably agree should be included therein case may be, provided that the foregoing shall not prevent the sale, transfer or other disposition of Transfer Restricted Securities by a Holder in a transaction which is exempt from, or not subject to, the registration requirements of the Securities Act, so long as such Holder does not and is not required to which deliver the Prospectus or Shelf Registration Statement in connection with such sale, transfer or other disposition, as the case may be; and provided, further, that the provisions of this Section 3(p) shall not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company does not reasonably object and make to pay Registration Default Payments. .
q. The Company shall use its reasonable best efforts to take all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified other steps necessary to effect the registration of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for Notes covered by the Common StockShelf Registration Statement contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Lexar Media Inc), Purchase Agreement (Lexar Media Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActIn connection with a Registration Statement, the Company following provisions shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementapply:
(a) The Company shall furnish to each Holder, prior to the filing thereof with the Commission, a copy of the Registration Statement, and shall furnish to such Holders, prior to the filing thereof with the Commission, copies of each amendment thereto and each amendment or supplement, if any, to the Prospectus included therein, and shall use its commercially reasonable efforts to reflect in each such document, at the Effective Time or when so filed with the Commission, as the case may be, such comments as such Holders and their respective counsel reasonably may propose.
(b) The Company shall promptly take such action as may be necessary so that (i) prepare and file with the Commission such amendments and supplements to each of the Registration Statement and any amendment thereto and the prospectus used Prospectus forming a part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference in connection therewith as may be necessary to keep such Registration Statement effective and to comply each case) complies with the provisions of the Securities Act with respect to and the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) respective rules and regulations thereunder, (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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 and (iii) each of the Prospectus forming a part of the Registration Statement, and any amendment or supplement to such Prospectus, does not at any time during the period of effectiveness related to such Registration Statement include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading.
(c) The Company shall promptly advise each Holder, and shall confirm such advice in writing if so requested by any such Holder:
(Bi) when a Registration Statement and any amendment thereto has been filed with the prospectus forming part Commission and when a Registration Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus included therein or for additional information;
(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, and Statement or the initiation of any amendment or supplement thereto, does not at proceedings for such purpose;
(iv) of the receipt by the Company of any time during notification with respect to the suspension of the qualification of the Securities included in the Registration Period include Statement for sale in any jurisdiction or the initiation of any proceeding for such purpose; and
(v) of the occurrence of any event or the existence of any state of facts that requires the making of any changes in the Registration Statement or the Prospectus included therein so that, as of such date, such Registration Statement and Prospectus do not contain an untrue statement of a material fact or and do not omit to state a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made, ) not misleading;misleading (which advice shall be accompanied by an instruction to such Holders to suspend the use of the Prospectus until the requisite changes have been made).
(id) prior The Company shall use its commercially reasonable efforts to prevent the issuance, and if issued to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement and to notify each Holder of the issuance of such order and the resolution thereof.
(e) The Company shall furnish to each Holder, without charge, at least one copy of the Registration Statement and all post-effective amendments thereto, including financial statements and schedules, and, if such Holder so requests in writing, all reports, other documents and exhibits that are filed with or incorporated by reference in the Registration Statement.
(f) The Company shall, during the period of effectiveness related to a Registration Statement, deliver to each Holder, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in the Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Company consents (except during the Suspension Periods or during the continuance of any event or the existence of any state of facts described in Section 3(c)(v) above) to the filing with use of the Commission of Prospectus and any Registration Statement (including any amendments thereto) and the distribution amendment or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required supplement thereto by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity connection with the requirements offering and sale of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Prospectus and any amendment or supplement thereto during the period of effectiveness related to such Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;Statement.
(dg) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at Prior to any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales offering of Registrable Securities pursuant to the Registration Statement;, the Company shall use commercially reasonable efforts to (i) register or qualify or cooperate with the Holders and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as any Holder may reasonably request, (ii) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for so long as may be necessary to enable any Holder or underwriter, if any, to complete its distribution of Registrable Securities pursuant to the Registration Statement, and (iii) take any and all other actions necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities; provided, however, that in no event shall the Company be obligated to (A) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Section 3(g) or (B) file any general consent to service of process or subject to taxation in any jurisdiction where it is not as of the date hereof so subject.
(fh) after becoming aware of such event, notify each of the Holders who holds Unless any Registrable Securities being sold (or, shall be in the event of an underwritten offeringbook-entry only form, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the representing Registrable Securities to be offered sold pursuant to the Registration Statement and enable such certificates for the Statement, which certificates, if so required by any securities exchange upon which any Registrable Securities to are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall be free of any restrictive legends and in such permitted denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes request in connection with the sale of Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver pursuant to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;Registration Statement.
(i) Upon the occurrence of any event or the existence of any state of facts contemplated by Section 3(c)(v) above, the Company shall use its commercially reasonable efforts to promptly prepare a post-effective amendment to any Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not 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 under which they were made, not misleading. If the Company notifies the Holders of the occurrence of any event or the existence of any state of facts contemplated by Section 3(c)(v) above, the Holder shall suspend the use of the Prospectus until the requisite changes to the Prospectus have been made.
(j) Not later than the Effective Time of the Registration Statement, the Company shall provide a CUSIP number for the Registrable Securities.
(k) The Company shall use its commercially reasonable efforts to comply with all applicable Securities Act rules and regulations, and to make generally available to its securityholders as soon as practicable, but in any event not later than 18 months after (i) the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, (ii) the effective date of each post-effective amendment to the Registration Statement, and (iii) the date of each filing by the Company of an Annual Report on Form 10-K that is incorporated by reference in the Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158).
(l) In the event of an underwritten offeringUnderwritten Offering, the Company shall, if requested, promptly include or incorporate in a prospectus Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers managing underwriter(s) reasonably agree agree(s) should be included therein and to which the Company does not reasonably object and shall make all required filings of such prospectus Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment.
(m) The Company shall enter into such customary agreements (including in the case of an Underwritten Offering, an underwriting agreement in customary form) and take all other appropriate action in order to expedite and facilitate the registration and disposition of the Registrable Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures substantially identical to those set forth in Section 5 hereof with respect to all parties to be indemnified pursuant to Section 5 hereof.
(n) The Company shall:
(A) make reasonably available for inspection by the Holders, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and (B) cause the Company’s officers, directors and employees to supply all information reasonably requested by such Holders or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential shall be kept confidential by such Holders and any such underwriter, attorney, accountant or agent, and, in the sole discretion of the Company, the Company may require the execution of a confidentiality agreement prior to such disclosure unless such disclosure is made in connection with a court proceeding or required by law, or such records, information or documents become available to the public generally or through a third party without an accompanying obligation of confidentiality; and provided further that, if the foregoing inspection and information gathering would otherwise disrupt the Company’s conduct of its business, such inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of the Holders and the other parties entitled thereto by one counsel designated by and on behalf of the Holders and other parties;
(ii) in connection with any Underwritten Offering, make such representations and warranties to the Holders participating in such Underwritten Offering and to the managing underwriter(s), in form, substance and scope as are customarily made by the Company to underwriters in primary underwritten offerings of equity securities;
(iii) in connection with any Underwritten Offering conducted, use commercially reasonable efforts to obtain opinions of counsel to the Company (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s)) addressed to each Holder participating in such Underwritten Offering and the underwriters, covering such matters as are customarily covered in opinions requested in primary underwritten offerings of equity securities and such other matters as may be reasonably requested by such Holders and underwriters;
(iv) in connection with any Underwritten Offering conducted, use commercially reasonable efforts to obtain “cold comfort” letters and updates thereof from the independent public accountants of the Company (and, if necessary, from the independent public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each Holder participating in such Underwritten Offering (if such Holder has provided such letter, representations or documentation, if any, required for such cold comfort letter to be so addressed) and the underwriters, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings; and
(jv) maintain in connection with any Underwritten Offering, use commercially reasonable efforts to deliver such documents and certificates as may be reasonably requested by any Holders participating in such Underwritten Offering and the managing underwriter(s), if any, including, without limitation, certificates to evidence compliance with Section 3(h) hereof and with any conditions contained in the underwriting agreement or other agreements entered into by the Company.
(o) The Company will use commercially reasonable efforts to cause the Securities to be listed on a transfer agent national securities exchange on or prior to the Effective Time of any Registration Statement hereunder.
(p) With respect to any Underwritten Offering, the Company shall use commercially reasonable efforts to cause the appropriate officers of the Company to prepare and registrar for make presentations at any “road shows” and before analysts, as the Common Stockcase may be, and otherwise use its commercially reasonable efforts to cooperate as reasonably requested by the Holders and the underwriters in the offering, marketing or selling of the Registrable Securities.
(q) The Company shall use its commercially reasonable efforts to cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA.
(r) The Company shall use commercially reasonable efforts to take all other steps necessary to effect the registration, offering and sale of the Registrable Securities covered by the Registration Statement contemplated hereby.
Appears in 2 contracts
Samples: Registration Rights Agreement (Talmer Bancorp, Inc.), Registration Rights Agreement (Talmer Bancorp, Inc.)
Registration Procedures. If and whenever Subject to the Company is required by any of the other applicable provisions of this Agreement to effect Agreement, in the case of each registration of any of the Registrable Securities under effected by the Securities ActCompany pursuant to Article I, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementwill:
(a) use commercially reasonable efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby, in accordance with the applicable provisions of this Agreement;
(ib) prepare and file with the Commission SEC such amendments (including post-effective amendments) and supplements to the 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 the period specified in paragraph (a) above and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement whenever any in accordance with the method of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time distribution set forth in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in for such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soperiod;
(c) register and qualify the Registrable Securities covered by furnish to any selling Holder copies of the Registration Statement under and the prospectus included therein (including each preliminary prospectus) proposed to be filed and provide such other securities or blue sky laws of selling Holder a reasonable opportunity to review and comment on such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderRegistration Statement;
(d) list such Registrable Securities on the markets where the Common Stock of the Company as promptly as is listed as of the effective date of the Registration Statementreasonably practicable, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the selling Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Act or of the happening Company’s discovery of the occurrence of any event of which it has knowledge as a result of which the prospectus included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and, subject to Section 2.2, at the request of any selling Holder, prepare as promptly as is reasonably practicable and furnish to such selling Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;
(e) use commercially reasonable efforts to register and qualify (or exempt from such registration or qualification) the securities covered by such Registration Statement under such other securities or “blue sky” laws of such jurisdictions within the United States as shall be reasonably requested in writing by any selling Holder; provided, however, that the Company shall prepare and file not be required in connection therewith or as a curative amendment under Section 6(acondition thereto to (i) as quickly as reasonably possible and during qualify to do business in any jurisdictions where it would not otherwise be required to qualify but for this subsection or (ii) take any action that would subject it to general service of process in any such period, jurisdictions;
(f) use commercially reasonable efforts to list the Holders shall not make any sales of Registrable Securities pursuant to covered by such Registration Statement with any securities exchange on which the Common Stock 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;
(fh) after becoming aware cooperate with the selling Holders or agent participating in the disposition of such event, notify each of the Holders who holds Registrable Securities being sold (orand their respective counsel in connection with any filings required to be made with FINRA, in including the event use of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order commercially reasonable efforts to obtain FINRA’s pre-clearance or other suspension of the effectiveness pre-approval of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate applicable prospectus upon filing with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may requestSEC; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in as promptly as is reasonably practicable, notify the event of an underwritten offering, promptly include selling Holders (i) when the prospectus or incorporate in a any prospectus supplement or post-effective amendment has been filed and, with respect to the such Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or other federal or state governmental authority for amendments or supplements to such Registration Statement or related prospectus or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for such purpose, (iv) if at any time the Company has reason to believe that the representations and warranties of the Company contained in any agreement relating to any applicable offering of the Registrable Securities cease to be true and correct or (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. The Holders agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.1(d), 2.1(i)(ii) or 2.1(i)(iii), such Holders shall discontinue disposition of any Registrable Securities covered by such Registration Statement or the related prospectus until receipt of the copies of the supplemented or amended prospectus, which supplement or amendment shall, subject to the other applicable provisions of this Agreement, be prepared and furnished as soon as reasonably practicable, or until the Holders are advised in writing by the Company that the use of the applicable prospectus may be resumed, and have received copies of any amended or supplemented prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated, by reference in such prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company in writing, the Holders shall use commercially reasonable efforts to return to the Company all copies then in their possession, of the prospectus covering such Registrable Securities at the time of receipt of such request. As soon as practicable after it is notified the Company has determined that the use of the matters to applicable prospectus may be included or incorporated resumed, the Company will notify the Holders thereof. In the event the Company invokes an Interruption Period hereunder and in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar the reasonable discretion of the Company the need for the Common StockCompany to continue the Interruption Period ceases for any reason, the Company shall, as soon as reasonably practicable, provide written notice to the Holders that such Interruption Period is no longer applicable.
Appears in 2 contracts
Samples: Registration Rights Agreement (Express, Inc.), Registration Rights Agreement (Express, Inc.)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement Section 9(a) to effect the registration of any of the Registrable Securities Shares under the Securities 1933 Act, the Company shall (except as otherwise provided in this Agreement)will, as expeditiously as possible, :
(i) subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) timelines provided in this Agreement, prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act a registration statement required by Section 9, with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire securities and use its best commercially reasonable efforts to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a cause such registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes become effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders Subscribers such numbers number of copies of a the registration statement and the prospectus included therein (including a each preliminary prospectus or any amendment or supplement to any prospectus, ) as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Subscribers reasonably may reasonably request in order to facilitate the public sale or other their disposition of the Registrable Securities owned securities covered by such Holder; and registration statement or make them electronically available;
(iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify list the Registrable Securities Shares covered by such registration statement with any securities exchange on which the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock common stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such marketslisted;
(eiv) notify the Holders at any time when Subscribers within twenty-four hours of the Company’s becoming aware that a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities 1933 Act, of the happening of any event of which it the Company has knowledge as a result of which the prospectus included contained in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingexisting or which becomes subject to a Commission, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order state or other suspension of governmental order suspending the effectiveness of the Registration Statement registration statement covering any of the Registrable Shares. Each Subscriber hereby covenants that it will not sell any Registrable Shares pursuant to such prospectus during the period commencing at the earliest possible time and take all lawful action to effect at which the withdrawal, rescission or removal Company gives such Subscriber notice of the suspension of the use of such stop order or other suspension;
(gprospectus in accordance with this Section 9(b)(iv) cooperate with and ending at the Holders to facilitate time the timely preparation and delivery of certificates for the Registrable Securities to be offered Company gives such Subscriber notice that such Subscriber may thereafter effect sales pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations prospectus, or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by until the Company delivers to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance Subscriber or files with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of Commission an underwritten offering, promptly include amended or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stocksupplemented prospectus.
Appears in 2 contracts
Samples: Subscription Agreement (Farm Lands of Guinea, Inc.), Subscription Agreement (Kryptic Entertainment Inc.)
Registration Procedures. If (a) In connection with each Registration, and whenever in accordance with the intended method or methods of distribution of the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActCommon Stock as described in such Registration, the Company shall (except as otherwise provided in this Agreement)shall, as expeditiously soon as possiblereasonably practicable (and, in any event, subject to the Holders’ assistance terms of this Agreement, including, without limitation, Section 2.01(a) hereof, at or before the time required by applicable laws and cooperation as reasonably required regulations):
(i) prepare and file with the Commission a Registration Statement with respect to each such Registrable Securities, which, if the method of distribution is by means of an underwriting, shall be in form and substance reasonably acceptable to the underwriters for such underwriting, and use its best efforts to cause such Registration Statement:Statement to become and remain effective for the period of the distribution contemplated thereby; PROVIDED, HOWEVER, that the Company shall use its best efforts to cause a Registration Statement on Form S-3 to remain effective until the earlier of (i) the disposition of all the Registrable Securities registered thereunder, and (ii) the expiration of the 90-day period commencing on the first day of the effectiveness of such Registration;
(a) (iii) prepare and file with the Commission such amendments and supplements to the such Registration Statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement;
(iii) furnish to the Holder such numbers of copies of the Registration Statement whenever and the Prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto), in conformity with the requirements of the Securities Act and such other documents and information as it may reasonably request;
(iv) (A) make available for inspection by the Holder and its counsel and financial advisors such financial and other information as shall be reasonably requested by them, and provide such Holder and its counsel and financial advisors the opportunity to discuss the business affairs of the Company with its principal executives and accountants, for the purposes of enabling the Holder to exercise its due diligence responsibilities under the Securities Act and (B) before the Registration Statement (and any amendments or supplements thereto) is filed, provide copies thereof to the Holder and its counsel and provide them with adequate time to review and comment thereon;
(v) use its best efforts to register or qualify the Registrable Securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdiction within the United States and Puerto Rico as shall be reasonably appropriate for the distribution of the Registrable Securities covered by the Registration Statement; PROVIDED, HOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (v) be obligated to do so; and PROVIDED, FURTHER, that the Company shall not be required to qualify such Registrable Securities in any jurisdiction in which the securities regulatory authority requires that the Holder submit any of its Registrable Securities to the Holder shall desire terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell or otherwise dispose Registrable Securities in such jurisdiction unless such Holder agrees to do so;
(vi) promptly notify each Holder, at any time when a Prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, of the same happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state 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 such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made;
(vii) furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to Sections 2.01 or 2.02 hereof, if the method of distribution is by means of an underwriting, on the date that the Registrable Securities are delivered to the underwriters for sale pursuant to such registration, or if such Registrable Securities are not being sold through underwriters, on the date that the Registration Statement with respect to such Registrable Securities becomes effective, (1) a signed opinion, dated such date, of the independent legal counsel representing the Company for the purpose of such registration, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holders making such request, as to such matters as such underwriters or the Holders holding a majority of the Registrable Securities included in such Registration, as the case may be, may reasonably request and as would be customary in such a transaction; and (2) letters dated such date and the date the offering is priced from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holders making such request and, if such accountants refuse to deliver such letters to such Holders, then to the Company (A) stating that they are independent certified public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the Registration Statement or the Prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and (B) covering such other financial matters (including prospectus supplements information as to the period ending not more than five (5) business days prior to the date of such letters) with respect to the sales Registration in respect of which such letter is being given as such underwriters or the Holders holding a majority of the Registrable Securities included in such Registration, as the case may be, may reasonably request and as would be customary in such a transaction;
(viii) enter into customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities to be so included in the Registration Statement;
(ix) 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 eighteen (18) months after the effective date of the Registration Statement, an earnings statement covering the period of at least twelve (12) months beginning with the first full month after the effective date of such Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and
(x) use its best efforts to list the Company Common Stock covered by such Registration Statement with any securities exchange or recognized trading market on which the Company Common Stock are then listed.
(b) Each Holder requesting Registration shall furnish to the Company in writing such information regarding such Holder and its intended method of distribution of the Registrable Securities as the Company may from time to time reasonably request in connection writing, but only to the extent that such information is required in order for the Company to comply with a registration statement pursuant its obligations under all applicable securities and other laws and to Rule 415 promulgated under ensure that the Prospectus relating to such Registrable Securities conforms to the applicable requirements of the Securities Act) Act and (ii) take all lawful action the rules and regulations thereunder. Such Holder shall notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event, in either case as a result of which any Prospectus relating to the Registrable Securities contains or would contain an untrue statement of a material fact regarding such Holder or its intended method of distribution of such Registrable Securities or omits to state any material fact regarding such Holder or its intended method of distribution of such Registrable Securities required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and promptly furnish to the Company any additional information required to correct and update any previously furnished information, or required so that each such prospectus shall not contain, with respect to such Holder or the intended method of (A) distribution of the Registration Statement and any amendment thereto does notRegistrable Securities, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Getty Images Inc), Registration Rights Agreement (Getty Images Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (iib) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Effectiveness Period 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, in light of the circumstances under which they were made, not misleading;
5.2 (ia) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c) 3.3 and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may propose; propose respecting the Selling Shareholders and Plan of Distribution sections (iior equivalents) and (b) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soInvestor;
(c) 5.3 register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c) 3.3 above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such HolderInvestor;
(d) 5.4 list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) 5.5 notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall use its best efforts to prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement5.1;
(f) 5.6 as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) 5.7 cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three Trading Days five (5) trading days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) 5.8 take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) 5.9 in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) 5.10 maintain a transfer agent and registrar for the its Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Superconductor Technologies Inc), Registration Rights Agreement (Superconductor Technologies Inc)
Registration Procedures. If and whenever the Company is required by In connection with any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActShelf Registration Statement, the Company following provisions shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementapply:
(a) (i) prepare The Trust and file the Company shall furnish to the Purchasers and any other Holders who so request, and their respective counsel and accountants, prior to the filing thereof with the Commission such amendments Commission, a copy of any Shelf Registration Statement, and supplements each amendment thereof and each amendment or supplement, if any, to the Registration Statement Prospectus included therein and shall each use its best efforts to reflect in each such document, when so filed with the Commission, such comments as the Purchasers and such other Holders reasonably may propose.
(b) The Trust and the prospectus used in connection therewith Company shall take such action as may be necessary to keep such so that (i) any Shelf Registration Statement effective and to comply any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference in each case) complies in all material respects with the provisions of the Securities Act with respect to and the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of Exchange Act and the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) respective rules and regulations thereunder, (ii) take all lawful action such that each of (A) the any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain 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 thereintherein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any amendment or supplement to such Prospectus, does not, during the Shelf Registration Period, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading misleading.
(i) The Company shall advise the Purchasers and the Holders and, if requested by the Purchasers or any such Holder, confirm such advice in writing:
(B1) the prospectus forming part of the when a Shelf Registration Statement, Statement and any amendment thereto has been filed with the Commission and when the Shelf Registration Statement or supplement theretoany post-effective amendment thereto has become effective; and
(2) of any request by the Commission for amendments or supplements to the Shelf Registration Statement or the Prospectus included therein or for additional information.
(ii) The Trust and the Company shall advise the Purchasers and the Holders and, does not at if requested by the Purchasers or any time such Holder, confirm such advice in writing:
(1) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose;
(2) of the receipt by the Trust or the Company of any notification with respect to the suspension of the qualification of the Securities included therein for sale in any state or the initiation or threatening of any proceeding for such purpose; and
(3) of the happening, during the Shelf Registration Period include Period, of any event that requires the making of any changes in the Shelf Registration Statement or the Prospectus so that, as of such date, the Registration Statement and the Prospectus do not contain an untrue statement of a material fact or and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made).
(c) Each of the Trust and the Company shall use its best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of any Shelf Registration Statement at the earliest possible time.
(d) The Trust and the Company shall furnish to each Holder of Securities included within the coverage of any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto (including any reports or other documents incorporated therein by reference), including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those incorporated by reference).
(e) The Trust and the Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and each of the Trust and the Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus or any amendment or supplement thereto during the Shelf Registration Period.
(f) Prior to any offering of Securities pursuant to any Shelf Registration Statement, the Trust and the Company shall register or qualify or cooperate with the Holders of Securities included therein and their respective counsel in connection with the registration or qualification of such Securities for offer and sale under the securities or blue sky laws of such states as any such Holders reasonably request in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such states of the Securities covered by such Shelf Registration Statement; provided, however, that neither the Trust nor the Company will be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.
(g) Unless the applicable Securities shall be in book-entry only form, the Trust and the Company shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing Securities to be sold pursuant to any Shelf Registration Statement free of any restrictive legends and in such permitted denominations and registered in such names as Holders may request in connection with the sale of Securities pursuant to such Shelf Registration Statement.
(h) Upon the occurrence of any event contemplated by Section 3(c)(i)(2) or 3(c)(ii)(3) above, the Trust and the Company shall promptly prepare a post-effective amendment to any Shelf Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to purchasers of the Securities included therein, the Prospectus will not 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 under which they were made, not misleading;. If the Trust or the Company notifies the Holders of the occurrence of any event contemplated by Section 3(c)(ii)(3) above, the Holders shall suspend the use of the Prospectus until the requisite changes to the Prospectus have been made.
(i) prior Not later than the effective date of any Shelf Registration Statement hereunder, the Trust and the Company shall provide a CUSIP number for the Preferred Securities and, in the event of and at the time of any distribution thereof to Holders, the Debentures, registered under such Shelf Registration Statement, and provide the applicable Trustee with certificates for such Securities, in a form eligible for deposit with The Depository Trust Company.
(j) The Trust and the Company shall use their best efforts to comply with all applicable rules and regulations of the Commission and shall make generally available to their securityholders or otherwise in accordance with Section 11(a) of the Securities Act as soon as practicable after the effective date of the applicable Shelf Registration Statement an earning statement satisfying the provisions of Section 11(a) of the Securities Act.
(k) The Trust and the Company shall cause the Indenture, the Declaration and the Guarantee to be qualified under the Trust Indenture Act in a timely manner.
(l) The Trust and the Company may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the filing with Trust and the Commission of any Registration Statement (including any amendments thereto) Company such information regarding the Holder and the distribution of such Securities as the Trust and the Company may from time to time reasonably require for inclusion in such Shelf Registration Statement.
(m) The Trust and the Company shall, if requested, promptly incorporate in a Prospectus supplement or delivery post-effective amendment to a Shelf Registration Statement, such information as the Managing Underwriters reasonably agree should be included therein and to which the Trust and the Company do not reasonably object and shall make all required filings of any prospectus such Prospectus supplement or post-effective amendment as soon as practicable after they are notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment.
(n) The Trust and the Company shall enter into such customary agreements (including any supplements thereto)underwriting agreements in customary form) to take all other appropriate actions in order to expedite or facilitate the registration or the disposition of the Securities, provide draft copies thereof and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures substantially identical to those set forth in Section 5 hereof (or such other customary provisions and procedures acceptable to the Holders as required Managing Underwriters, if any) with respect to all parties to be indemnified pursuant to Section 5 hereof.
(o) The Trust and the Company shall (i) make reasonably available for inspection by Section 4(c) and reflect in such documents all such comments as the Holders (of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney, accountant or other agent retained by such Holders or any such underwriter, all relevant financial and other records, pertinent corporate documents and properties of the Trust and the Company and its subsidiaries as shall be requested in connection with the discharge of their counsel) reasonably may proposedue diligence obligations; (ii) furnish cause the Company's officers, directors, employees and independent public accountants and any relevant Trustees to each supply at the Company's expense all relevant information reasonably requested by such Holders or any such underwriter, attorney, accountant or agent in connection with any such Shelf Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Trust and the Company in good faith as confidential at the time of delivery of such information shall be kept confidential by such Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; and provided further that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of the Holders and the other parties entitled thereto by one counsel designated by and on behalf of such numbers Holders and other parties; (iii) to the extent requested, make such representations and warranties to the Holders of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectusSecurities registered thereunder and the underwriters, as applicableif any, in conformity form, substance and scope as are customarily made by the issuers to underwriters in primary underwritten offerings and covering matters as are customarily covered in representation and warranties requested in primary underwritten offerings including, but not limited to, those set forth in the Purchase Agreement; (iv) to the extent requested, obtain opinions of counsel to the Trust and the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters and with the requirements of the Securities Act, such exceptions as are customarily covered or taken in opinions requested in underwritten offerings and such other documentsmatters as may be reasonably requested by such Holders and underwriters (it being agreed that the matters to be covered by such opinion shall include, without limitation, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition date of the Registrable Securities owned by such Holder; opinion and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Shelf Registration Statement is required to be delivered under or most recent post-effective amendment thereto, as the Securities Actcase may be, of a statement by such counsel regarding the happening of any event of which it has knowledge as a result of which absence from such Shelf Registration Statement and the prospectus included in the Registration Statementtherein, as then in effectamended or supplemented, includes including the documents incorporated by reference therein, of an untrue statement of a material fact or omits the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading); (v) to the extent requested, obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the light Shelf Registration Statement), addressed to each such Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the circumstances type customarily covered in "cold comfort" letters in connection with primary underwritten offerings; and (vi) deliver such documents and certificates as may be reasonably requested by any such Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 3(i) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Trust and the Company. The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 3(p), to the extent requested, shall be performed at (A) the effectiveness of such Shelf Registration Statement and each post-effective amendment thereto and (B) each closing under any underwritten offering to the extent required under any related underwriting or similar agreement.
(p) Each of the Trust and the Company will use its best efforts to cause the Common Stock relating to such Shelf Registration Statement to be listed on each securities exchange, over-the-counter market, or respective counterpart if any, on which any shares of Common Stock are then existinglisted.
(q) The Trust and the Company shall, in the event that any broker- dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Rules of Fair Practice and the By-Laws of the National Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Rules and By-Laws, including, without limitation, by (A) if such Rules or By-Laws, including Schedule E thereto, shall so require, engaging a "qualified independent underwriter" (as defined in such Schedule) to participate in the preparation of the Shelf Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules of Fair Practice of the NASD.
(r) The Trust and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant use their best efforts to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action other steps necessary to effect the withdrawalregistration, rescission or removal offering and sale of such stop order or other suspension;
(g) cooperate with the Holders to facilitate Securities covered by the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Shelf Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stockcontemplated hereby.
Appears in 1 contract
Registration Procedures. If In the case of each registration effected by Ener1 pursuant to this Section 5, Ener1 will keep the Holder advised in writing as to the initiation of each registration and whenever as to the Company is required by any of completion thereof. At its expense, Ener1 will use its reasonable best efforts to:
5.3.1 keep such registration effective until the provisions of this Agreement to effect Holder has completed the distribution described in the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:statement relating thereto;
(a) (i) 5.3.2 prepare and file with the Securities and Exchange Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement whenever registration statement for the period set forth in subsection (a) above;
5.3.3 furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to the prospectus, as the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleadingmay reasonably request;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) 5.3.4 register and qualify the Registrable Securities securities covered by the Registration Statement such registration statement under such other securities or blue sky Blue Sky laws of such jurisdictions jurisdiction as shall be reasonably requested by the Holder; provided that Ener1 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 of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary such states or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holderjurisdictions;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) 5.3.5 notify the Holders Holder at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Act of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and the Company shall following such notification promptly prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant furnish to the Registration Statement;
(f) after becoming aware Holder a reasonable number of such event, notify each copies of the Holders who holds Registrable Securities being sold (or, in the event of a supplement to or an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or post-effective amendment as soon as practicable after it is notified omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; andcircumstances then existing;
(j) maintain 5.3.6 provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the Common Stockeffective date of such registration;
5.3.7 cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by Ener1 are then listed; and
5.3.8 furnish, at the Holder’s request, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 5, if such securities are being sold through underwriters, (i) an opinion, dated such date, of the counsel representing Ener1 for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to the Holder, addressed to the underwriters, if any, and to the Holder, and (ii) a letter dated such date, from the independent certified public accountants of Ener1, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to the Holder, addressed to the underwriters, if any, and to the Holder.
Appears in 1 contract
Samples: Exchange Agreement (Ener1 Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Purchaser’s assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith Prospectus as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any the Purchaser of the Holder such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (B) the prospectus forming part of the Registration StatementProspectus, and any amendment or supplement thereto, does not at any time during the Registration Effectiveness Period 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, in light of the circumstances under which they were made, not misleading;
(ib) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus the Prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) Purchaser and reflect in such documents all such comments as the Holders Purchaser (and their its counsel) reasonably may propose; propose and (ii) furnish to each of the Holders Purchaser such numbers of copies of a prospectus the Prospectus including a preliminary prospectus or any amendment or supplement to any prospectusthe Prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soSecurities;
(c) register comply with the California, New York, New Jersey, Florida, and qualify Illinois blue sky laws with respect to the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c3(g) above), and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder the Purchaser to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderSecurities;
(d) list such Registrable Securities on the markets where Principal Market, and any other exchange on which the Common Stock of the Company is listed as of the effective date of the Registration Statementthen listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange or the Principal Market;
(e) notify the Holders Purchaser at any time when a prospectus relating thereto covered by the Registration Statement Prospectus is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration StatementProspectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably commercially possible and such period during such period, which the Holders Purchaser is precluded from making sales under the Prospectus shall not make any sales of Registrable Securities pursuant to be a Suspension Period and the Registration StatementCompany shall compensate the Purchaser as set forth in Section 3(j) herein;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders Purchaser to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Purchaser reasonably may request and registered in such names as any of the Holders Purchaser may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver pursuant to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;Purchase Agreement.
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Purchaser of their its Registrable Securities in accordance with the intended methods therefor provided in the prospectus Prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers managing underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 1 contract
Samples: Registration Rights Agreement (Dna Precious Metals Inc.)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Purchaser's assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith Prospectus as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any the Purchaser of the Holder such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (B) the prospectus forming part of the Registration StatementProspectus, and any amendment or supplement thereto, does not at any time during the Registration Effectiveness Period 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, in light of the circumstances under which they were made, not misleading;
(ib) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus the Prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) Purchaser and reflect in such documents shall give reasonable consideration to all such comments as the Holders Purchaser (and their its counsel) reasonably may propose; propose and (ii) furnish to each of the Holders Purchaser such numbers of copies of a prospectus the Prospectus including a preliminary prospectus or any amendment or supplement to any prospectusthe Prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soSecurities;
(c) register and qualify comply with the New York blue sky laws with respect to the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c3(g) above), and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder the Purchaser to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderSecurities;
(d) list such Registrable Securities on the markets where Principal Market, and any other exchange on which the Common Stock of the Company is listed as of the effective date of the Registration Statementthen listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange or the Principal Market;
(e) notify the Holders Purchaser at any time when a prospectus relating thereto covered by the Registration Statement Prospectus is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration StatementProspectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment or curative supplement under Section 6(a5(a) as quickly as reasonably commercially possible and during such period, the Holders shall not make any sales period beginning on the date of Registrable Securities pursuant notice until the curative amendment is effective or curative supplement is provided to the Registration StatementPurchaser shall be deemed a Suspension Period and the Company shall compensate the Purchaser as set forth in Section 3(j) herein;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Purchaser of their its Registrable Securities in accordance with the intended methods therefor provided in the prospectus Prospectus which are customary for issuers to perform under the circumstances;
(ih) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers managing underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(ji) maintain a transfer agent and registrar for the its Common Stock.
Appears in 1 contract
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission SEC of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may propose; propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soInvestor;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall use its best efforts to prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission SEC of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the CommissionSEC, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 1 contract
Registration Procedures. If and whenever the Company is required by In connection with any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActShelf Registration Statement, the Company following provisions shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementapply:
(a) The Company shall furnish to you, prior to the filing thereof with the Commission, a copy of any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein and shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as Salomon Brothers Inc reasonably may propose.
(b) The Company shall ensure that (i) prepare and file with the Commission such amendments and supplements to the any Shelf Registration Statement and the prospectus used any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto comply in connection therewith as may be necessary to keep such Registration Statement effective and to comply all material respects with the provisions of Act and the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) rules and regulations thereunder, (ii) take all lawful action such that each of (A) the any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (Biii) the prospectus any Prospectus forming part of the any Shelf Registration Statement, and any amendment or supplement theretoto such Prospectus, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;; provided that no representation or agreement is made hereby with respect to information with respect to you, any Underwriter or any Holder required to be included in any Shelf Registration or Prospectus pursuant to the Act or the rules and regulations thereunder.
(1) The Company shall advise you and the Holders and, if requested by you or any such Holder, confirm such advice in writing:
(i) prior when a Shelf Registration Statement and any amendment thereto has been filed with the Commission and when the Shelf Registration Statement or any post-effective amendment thereto has become effective; and
(ii) of any request by the Commission for amendments or supplements to the filing with Shelf Registration Statement or the Prospectus included therein or for additional information.
(2) The Company shall advise you and the Holders and, if requested by you or any such Holder, confirm such advice in writing:
(i) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement (including any amendments thereto) and or the distribution or delivery initiation of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; proceedings for that purpose;
(ii) furnish to each of the Holders such numbers receipt by the Company of copies any notification with respect to the suspension of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements qualification of the Securities Act, and included in any Shelf Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holderpurpose; and and
(iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction suspension of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock use of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(eProspectus pursuant to Section 2(c) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, hereof or of the happening of any event that requires the making of which it has knowledge as a result of which the prospectus included any changes in the Shelf Registration StatementStatement or the Prospectus so that, as then in effectof such date, includes an untrue statement of a material fact or omits the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in light of the circumstances then existing, and under which they were made) not misleading (which advice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made).
(d) The Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, use its best efforts to obtain the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission withdrawal of any stop order or other suspension of suspending the effectiveness of the any Shelf Registration Statement at the earliest possible time and take all lawful action time.
(e) The Company shall furnish to effect each Holder of Securities or the withdrawalCommon Stock issued upon conversion thereof included within the coverage of any Shelf Registration Statement, rescission or removal without charge, at least one copy of such stop order Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those incorporated by reference).
(f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities or other suspension;the Common Stock issued upon conversion thereof included within the coverage of any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Securities or the Common Stock issued upon conversion thereof covered by the Prospectus or any amendment or supplement thereto.
(g) Prior to any offering of Securities or the Common Stock issued upon conversion thereof pursuant to any Shelf Registration Statement, the Company shall register or qualify or cooperate with the Holders of Securities or the Common Stock issued upon conversion thereof included therein and their respective counsel in connection with the registration or qualification of such Securities or Common Stock for offer and sale under the securities or blue sky laws of such jurisdictions as any such Holders reasonably request in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities and the Common Stock issued upon conversion thereof covered by such Shelf Registration Statement; provided, however, that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.
(h) The Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates for representing Securities or the Registrable Securities Common Stock issued upon conversion thereof to be offered sold pursuant to the any Shelf Registration Statement free of any restrictive legends and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a request prior to sales of Securities or the Common Stock issued upon conversion thereof pursuant to such Shelf Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;Statement.
(i) Upon the occurrence of any event contemplated by paragraph (c)(2)(iii) above, the Company shall promptly prepare a post-effective amendment to any Shelf Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to purchasers of the Securities or the Common Stock issued upon conversion thereof included therein, the Prospectus will not 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 under which they were made, not misleading.
(j) The Company shall use its best efforts to cause The Depository Trust Company ("DTC") on the first Business Day following the effective date of any Shelf Registration Statement hereunder or as soon as possible thereafter to remove (i) from any existing CUSIP number assigned to the Securities any designation indicating that the Securities are "restricted securities", which efforts shall include delivery to DTC of a letter executed by the Company substantially in the form of Exhibit A hereto and (ii) any other stop or restriction on DTC's system with respect to the Securities. In the event the Company is unable to cause DTC to take actions described in the immediately preceding sentence, the Company shall take such actions as Salomon Brothers Inc may reasonably request to provide, as soon as practicable, a CUSIP number for the Securities registered under such Shelf Registration Statement and to cause such CUSIP number to be assigned to the Securities (or to the maximum aggregate principal amount of the securities to which such number may be assigned). Upon compliance with the foregoing requirements of this Section 3(j), the Company shall provide the Trustee with global certificates for such Securities, in a form eligible for deposit with The Depository Trust Company.
(k) The Company shall use its best efforts to comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Shelf Registration Statement an underwritten offeringearnings statement satisfying the provisions of Section 11(a) of the Act and Rule 158 promulgated by the Commission thereunder.
(l) The Company shall use its best efforts to cause the Indenture to be qualified under the Trust Indenture Act in a timely manner.
(m) The Company may require each Holder of Securities or the Common Stock issued upon conversion thereof to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such Securities or Common Stock as may, from time to time, be required by the Act and the rules and regulations promulgated thereunder, and the obligations of the Company to any Holder hereunder shall be expressly conditioned on the compliance of such Holder with such request.
(n) The Company shall, if requested, use its best efforts to promptly include or incorporate in a prospectus Prospectus supplement or post-effective amendment to the a Shelf Registration Statement (i) such information as the managers Majority Holders provide or, if the Securities or Common Stock are being sold in an Underwritten Offering, as the Managing Underwriters and the Majority Holders reasonably agree should be included therein and provide to which the Company does not reasonably object in writing for inclusion in the Shelf Registration Statement or Prospectus, and (ii) such information as a Holder may provide from time to time to the Company in writing for inclusion in a Prospectus or any Shelf Registration Statement concerning such Holder and the distribution of such Holder's Securities and Common Stock and, in either case, shall make all required filings of such prospectus Prospectus supplement or post-effective amendment as soon as practicable practible after it is being notified in writing of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and.
(jo) maintain a transfer agent The Company shall enter into such agreements (including underwriting agreements) and registrar for take all other appropriate actions as may be reasonably requested in order to expedite or facilitate the registration or the disposition of the Securities or the Common StockStock issuable upon conversion thereof, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 5 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 5 from Holders of Securities or the Common Stock issuable upon conversion thereof to the Company).
(p) The Company shall (i) make reasonably available for inspection by the Holders of Securities or the Common Stock issued upon conversion thereof to be registered under a Shelf Registration Statement, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such Underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries; (ii) cause the Company's officers, directors and employees to supply all relevant information reasonably requested by the Holders or any such Underwriter, attorney, accountant or agent in connection with any such Shelf Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company, in its sole discretion, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such Underwriter, attorney, accountant or agent, unless disclosure thereof is made in connection with a court proceeding or required by law, or such information has become available to the public generally through the Company or through a third party without an accompanying obligation of confidentiality; (iii) make such representations and warranties to the Holders of Securities or the Common Stock issued upon conversion thereof registered thereunder and the Underwriters, if any, in form, substance and scope as are customarily made by issuers to Underwriters and covering matters including, but not limited to, those set forth in the Purchase Agreement; (iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the Underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and Underwriters; (v) obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Shelf Registration Statement), addressed to each selling Holder of Securities or the Common Stock issued upon conversion thereof registered thereunder (provided such Holder furnishes the accountants with such representations as the accountants customarily require in similar situations) and the Underwriters, if any, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings; and (vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 3(i) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 3 (p) shall be performed at (A) the effectiveness of such Shelf Registration Statement and each post-effective amendment thereto and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder.
Appears in 1 contract
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the HoldersInvestors’ assistance and cooperation as reasonably required with respect to each Registration Statement:: 86
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may proposepropose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents); (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such HolderInvestor; and (iii) provide to the Holders each Investor copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, subject to Section 3(g), and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably commercially possible and during such period, the Holders Investors shall not make any sales of Registrable Securities pursuant to the Registration Statement; provided, however, any period during which the Investors are precluded from making sales of the Registrable Securities shall be included in the 20 calendar day period in Section 3(g) and any such days herein which exceed, or cause the Company to exceed, such 20 calendar day period shall be deemed a Registration Default and the Company shall be subject to Liquidated Damages as set forth in Section 3(e);
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three 3 Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 1 contract
Samples: Registration Rights Agreement (Transmeridian Exploration Inc)
Registration Procedures. If and whenever In connection with the Company is required registration contemplated by any of the provisions Section 1 of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration StatementSchedule A:
(a) Not less than five (5) days before filing the Registration Statement or amendment thereto or prospectus or any supplements thereto, Pilot will furnish to Kings' counsel copies of all such documents proposed to be filed, which documents will be subject to review and comments of such counsel, and Pilot will not file any Registration Statement or amendment thereto or any prospectus or any supplement thereto to which Kings or any underwriters shall reasonably object.
(b) Pilot will ensure that: (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the any amendment thereto and any prospectus used forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference) complies in connection therewith as may be necessary to keep such Registration Statement effective and to comply all material respects with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the respective rules and regulations thereunder; (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, and will not, for so long as it remains effective, contain 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, in light of the circumstances under which they were made, therein not misleading misleading; and (Biii) the any prospectus forming part of the Registration Statement, and any amendment or supplement theretoto such prospectus, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;.
(c) register Pilot will notify Kings of the effectiveness of the Registration Statement filed hereunder and, for as long as it remains effective, prepare and qualify file with the Registrable SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to comply with the Securities Act and, as may be necessary to keep the Registration Statement effective in accordance with the terms of Section 1 of this Schedule A, and will comply with the provisions of the Securities Act with respect to the disposition of the Remaining Restricted Shares covered by the Registration Statement in accordance with the intended method or methods of distribution by Kings set forth in the Registration Statement, as amended, or prospectus or supplement thereto.
(d) Pilot will furnish to Kings such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus(es) included in the Registration Statement (including each preliminary prospectus) as Kings and each underwriter, if any, of the Remaining Restricted Shares shall reasonably request.
(e) Pilot will use commercially reasonable efforts to (i) register or qualify the Remaining Restricted Shares under such other securities or blue sky laws of such jurisdictions in the United States as any of the Holders shall Kings reasonably request (subject requests and to the limitations set forth keep such registration or qualification in Section 4(c) above)effect for so long as such Registration Statement remains in effect, and do to take any and all other acts and things action which may be reasonably necessary or advisable to enable such Holder Kings to consummate the public sale or other disposition in such jurisdiction jurisdictions of the Registrable Securities owned Remaining Restricted Shares and (ii) cause such Remaining Restricted Shares to be registered with or approved by such Holder;
other Persons (das defined below) list such Registrable Securities on the markets where the Common Stock as may be necessary by virtue of the Company is listed as business and operations of Pilot, to enable Kings to consummate the disposition of the effective date of the Registration StatementRemaining Restricted Shares; provided, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is that Pilot will not be required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) qualify generally to do business in the event of an underwritten offering, promptly include or incorporate any jurisdiction where it would not otherwise be required to qualify but for this Section 2(e); (ii) subject itself to taxation in a prospectus supplement or post-effective amendment any such jurisdiction other than taxation arising with respect to the Registration Statement registration of securities; or (iii) consent to general service of process in any such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement jurisdiction. As used in this Schedule A, "Person" means an individual, corporation, partnership, limited liability company, association, trust or post-effective amendment as soon as practicable after it is notified of the matters to be included other entity or incorporated in such prospectus supplement organization, including a government or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stockpolitical subdivision or an agency or instrumentality thereof.
Appears in 1 contract
Samples: Purchase Agreement (Pilot Therapeutics Holdings Inc)
Registration Procedures. If Except as otherwise expressly provided herein and whenever the Company is required by subject to Section 7, in connection with any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActShares pursuant to this Agreement, the Company shall (except as otherwise provided in this Agreement)shall, as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission a Registration Statement on the appropriate form with respect to such Registrable Shares and use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable thereafter; and before filing a Registration Statement or prospectus or any amendments and or supplements thereto, furnish to the each Selling Holder copies of such Registration Statement and such other documents as proposed to be filed (including copies of any document to be incorporated by reference therein), and thereafter furnish to each Selling Holder such number of copies of such Registration Statement, each amendment and supplement thereto (including copies of any document to be incorporated by reference therein), at the written request of the Selling Holder, including all exhibits thereto, the prospectus used included in connection therewith as may be necessary to keep such registration statement (including each preliminary prospectus), and, promptly after the effectiveness of a Registration Statement effective and to comply Statement, the definitive final prospectus filed with the provisions Commission, and such other documents as such Selling Holder may reasonably request in order to facilitate the disposition of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered Shares owned by such Registration Statement whenever Selling Holder;
(b) use its reasonable best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions within the United States as any Selling Holder reasonably (in light of such Selling Holder's intended plan of distribution) requests; PROVIDED that the Company 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 Section 6(b), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;
(c) notify each Selling Holder shall desire of such Registrable Shares, at any time when a prospectus relating thereto is required to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated be delivered under the Securities Act) and (ii) take all lawful action , of the occurrence of any event as a result of which the prospectus included in such that each of (A) the Registration Statement and (including any document to be incorporated by reference therein) 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 Selling Holder, the Company shall prepare a supplement or amendment thereto does notto such prospectus so that, when it becomes effectiveas thereafter delivered to the purchasers of such Registrable Shares, such prospectus will not contain an untrue statement of a material fact or omit to state a 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 (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly make available to each Selling Holder any such supplement or amendment;
(d) in connection with an underwritten public offering, enter into customary agreements (including, if requested, an underwriting agreement), reasonably satisfactory in form and substance to the Company, and take such other actions in connection therewith as the Holders of at least a majority in interest of the Registrable Shares being sold or the underwriter shall reasonably request in order to consummate the disposition of such Registrable Shares;
(e) make available for inspection during business hours on reasonable advance notice by any Selling Holder of such Registrable Shares, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other professional retained by any such Selling Holder or underwriter (collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "RECORDS") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records which the Company determines, in good faith, to be confidential and which 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 material misstatement or omission in the light 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 Selling Holder of such Registrable Shares further agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give written notice to the Company, and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the circumstances then existing, and Records it deemed confidential. Each Selling Holder of such Registrable Shares further agrees that information obtained by it as a result of such inspections which is deemed confidential by the Company shall prepare not be used or disclosed by it, and file a curative amendment under Section 6(a) it shall cause each of its Inspectors not to use or disclose such confidential information, as quickly as reasonably possible the basis for any market transactions in securities of the Company or for any purpose other than any due diligence review with respect to decisions regarding such Selling Holder's investment in the Registrable Shares, unless and during until such period, the Holders shall not make any sales of Registrable Securities pursuant information is made generally available to the Registration Statementpublic;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of such sale is pursuant to an underwritten offering, use its reasonable best efforts to obtain (i) a comfort letter or comfort letters from the Company's independent public accountants in customary form and covering such financial and accounting matters of the type customarily covered by comfort letters as the Selling Holders of a majority in interest of the Registrable Shares being sold or the managing underwriter reasonably request, and (ii) an opinion or opinions from counsel for the Company, addressed to the underwriters, covering the matters customarily covered in opinions given by counsel in similar transactions; and
(g) notify the Selling Holders and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such advice in writing, (i) when the Registration Statement, the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or other of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose and the Company shall promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued and (iii) of the receipt by the Company of any notification with respect to the suspension of the effectiveness qualification or exemption from qualification of a Registration Statement or any of the Registration Statement at Registrable Shares for offer or sale in any jurisdiction, or the earliest possible time initiation or threatening of any proceeding for such purpose. The Company may require each Selling Holder of Registrable Shares as to which any registration is being effected to furnish to the Company such information regarding the Selling Holder and take all lawful action to effect the withdrawal, rescission or removal distribution of such stop order or Registrable Shares as the Company may from time to time reasonably request in writing and such other suspension;
(g) cooperate information as may be legally required in connection with such registration. Each Selling Holder agrees, by its acquisition of Registrable Shares and its acceptance of the Holders benefits provided to facilitate it hereunder, to furnish promptly to the timely preparation and delivery of certificates for the Registrable Securities Company all information required to be offered disclosed in order to make the information previously furnished to the Company by such Selling Holder not materially misleading. Each Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 4, 6(c), (g)(ii) or (g)(iii) hereof, such Holder will forthwith discontinue disposition of Registrable Shares pursuant to the Registration Statement and enable covering such certificates for Registrable Shares until such Holder's receipt of the Registrable Securities copies of the supplemented or amended prospectus contemplated by Section 6(c) hereof, or until it is advised in writing by the Company that the use of the prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to be the Company (at the Company's expense) all copies, other than permanent file copies then in such denominations or amountsHolder's possession, as the case may be, as any of the Holders reasonably may request and registered in prospectus covering such names as Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any of such notice under Section 6(c), (g)(ii) or (g)(iii), the Holders may request; and, within three Trading Days after a Company shall extend the period during which such Registration Statement which includes Registrable Securities is declared shall be maintained effective by the Commission, deliver number of days during the period from and cause legal counsel selected by including the Company to deliver to date of the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion giving of such counsel;
(hnotice pursuant to Section 6(c) take all hereof to and including the date when each Holder of Registrable Shares covered by such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as shall have received the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified copies of the matters to be included supplemented or incorporated in such amended prospectus supplement or post-effective amendment; and
(jcontemplated by Section 6(c) maintain a transfer agent and registrar for the Common Stockhereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Wherehouse Entertainment Inc /New/)
Registration Procedures. If and whenever the Company is required by Except as otherwise expressly provided herein, in connection with any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActShares pursuant to this Agreement, the Company shall (except as otherwise provided in this Agreement)shall, as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission SEC a Registration Statement with respect to such Registrable Shares and use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable thereafter; and before filing a Registration Statement or prospectus or any amendments and or supplements thereto, furnish to the Holders copies of such Registration Statement and such other documents as proposed to be filed (including copies of any document to be incorporated by reference therein), and thereafter furnish to the prospectus used in connection therewith Holders such number of copies as may be necessary reasonably requested in writing by the Holders of such Registration Statement, each amendment and supplement thereto (including copies of any document to keep be incorporated by reference therein), including all exhibits thereto, the prospectus included in such Registration Statement effective and to comply (including each preliminary prospectus), and, promptly after the effectiveness of a Registration Statement, the definitive final prospectus filed with the provisions of SEC;
(ii) notify the Securities Act with respect Holders, at any time when a prospectus relating thereto is required to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated be delivered under the Securities Act) and (ii) take all lawful action , of the occurrence of any event as a result of which the prospectus included in such that each of (A) the Registration Statement and (including any document to be incorporated by reference therein) contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, the Company shall prepare a supplement or amendment thereto does notto such prospectus, when it becomes effectiveas soon as practicable, so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus will not contain an untrue statement of a material fact or omit to state a 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 (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in and promptly make available to the light of Holders any such supplement or amendment;
(iii) notify the circumstances then existingHolders and the managing underwriters, if any, promptly, and the Company shall prepare and file a curative amendment under Section 6(a(if requested by any such Person) as quickly as reasonably possible and during confirm such periodadvice in writing, the Holders shall not make any sales of Registrable Securities pursuant to (i) when the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of prospectus or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or any post-effective amendment; , when the same has become effective, (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose and the Company shall promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Shares for offer or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. The Company may require the Holders to furnish to the Company such information regarding themselves and the distribution of such Registrable Shares as the Company may from time to time reasonably request in writing and such other information as may be legally required in connection with such registration. The Holders agree, by their acquisition of Registrable Shares and their acceptance of the benefits provided to it hereunder, to furnish promptly to the Company all information required to be disclosed in order to make any previously furnished information not materially misleading. All Holders proposing to distribute their Registrable Shares through an underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company for such underwriting and shall provide to such underwriter or underwriters any opinions and certificates, and any indemnification with respect to such Holder as reasonably required by such underwriter or underwriters. The Holders agree that upon receipt of any notice from the Company of the happening of any event of the kind described herein requiring the cessation of the distribution of a prospectus or the distribution of a supplemented or amended prospectus, the Holders will forthwith discontinue disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until the Holders' receipt of the copies of the supplemented or amended prospectus contemplated by this Subscription Agreement, or until it is advised in writing by the Company that the use of the prospectus may be resumed, and
, if so directed by the Company, the Holders will deliver to the Company (jat the Company's expense) maintain a transfer agent and registrar for all copies, other than permanent file copies then in the Common StockHolders' possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice.
Appears in 1 contract
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Purchaser's assistance and cooperation as reasonably required with respect to each Registration Statementrequired:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any the Purchaser of the Holder such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Effectiveness Period on the date thereof 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, in light of the circumstances under which they were made, not misleading;.
(ib) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) Purchaser and reflect in such documents all such comments as the Holders Purchaser (and their its counsel) reasonably may propose; propose and (ii) furnish to each of the Holders Purchaser such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do soPurchaser;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or New York blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c3(c) above), and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder the Purchaser to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities securities owned by the Purchaser, except that the Company shall not for any such Holderpurpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process or to subject itself to taxation in any such jurisdiction;
(d) list such Registrable Securities on the markets where Principal Market, and any other exchange on which the Common Stock of the Company is listed as of the effective date of the Registration Statementthen listed, if the listing of such Registrable Securities is then permitted under the rules of such marketsexchange or the Nasdaq Stock Market;
(e) notify the Holders Purchaser at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statementcommercially possible;
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Purchaser who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recission or removal of such stop order or other suspension;
(g) cooperate with the Holders Purchaser to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Purchaser reasonably may request and registered in such names as any of the Holders Purchaser may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersPurchaser whose Registrable Securities are included in such Registration Statement) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Purchaser of their its Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers managing underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 1 contract
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Holder's assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Holder as required by Section 4(c) and reflect in such documents all such comments as the Holders Holder (and their its counsel) reasonably may propose; (ii) furnish to each of the Holders Holder such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders Holder copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder Holders to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderHolders;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 1 contract
Samples: Registration Rights Agreement (Stronghold Technologies Inc)
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare i)prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission SEC of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(d) and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may proposepropose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents); (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such HolderInvestor; and (iii) provide to the Holders each Investor copies of any comments and communications from the Commission SEC relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders Investors shall reasonably request (subject to the limitations set forth in Section 4(c3(d) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such HolderInvestor;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration StatementPrincipal Market, if the listing of such Registrable Securities is then permitted under the rules of such marketsPrincipal Market;
(e) notify the Holders each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, subject to Section 3(h), and the Company shall prepare and file a curative amendment under Section 6(a5(a) as quickly as reasonably commercially possible and during such period, the Holders Investors shall not make any sales of Registrable Securities pursuant to the Registration Statement;Statement and during such period; provided, however, any period during which the Investors are precluded from making sales of the Registrable Securities shall be included in the 20 calendar day period in Section 3(h) and any such days herein which exceed, or cause the Company to exceed, such 20 calendar day period shall be deemed a Registration Default and the Company shall be subject to Liquidated Damages as set forth in Section 3(f).
(f) as promptly as practicable after becoming aware of such event, notify each of the Holders Investor who holds Registrable Securities being sold subject to the Registration Statement (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission SEC of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission recession or removal of such stop order or other suspension;
(g) cooperate with the Holders Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders Investors reasonably may request and registered in such names as any of the Holders Investors may request; and, within three 3 Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the CommissionSEC, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the HoldersInvestors) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus Prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the its Common Stock.
Appears in 1 contract
Registration Procedures. If and whenever In connection with any Shelf Registration Statement and, to the Company is required by extent applicable, any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities ActExchange Offer Registration Statement, the Company following provisions shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statementapply:
(a) The Company shall ensure that (i) prepare and file with the Commission such amendments and supplements to the any Registration Statement and the prospectus used any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in connection therewith as may be necessary to keep such Registration Statement effective and to comply all material respects with the provisions of Act and the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) rules and regulations thereunder, (ii) take all lawful action such that each of (A) the any Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, therein not misleading and (Biii) the prospectus any Prospectus forming part of the any Registration Statement, and any amendment or supplement theretoto such Prospectus, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading;.
(1) The Company shall advise the Initial Purchasers and, in the case of a Shelf Registration Statement, the Holders of Transfer Restricted Securities covered thereby, and, if requested by the Initial Purchasers or any such Holder, confirm such advice in writing when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective.
(2) The Company shall advise the Initial Purchasers and, in the case of a Shelf Registration Statement, the Holders of Transfer Restricted Securities covered thereby, and, in the case of an Exchange Offer Registration Statement, any Exchanging Dealer which has provided in writing to the Company a telephone or facsimile number and address for notices, and, if requested by the Initial Purchasers or any such Holder or Exchanging Dealer, confirm such advice in writing:
(i) prior of any request by the Commission for amendments or supplements to the filing with Registration Statement or the Prospectus included therein or for additional information;
(ii) of the initiation by the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission proceedings relating to a stop order suspending the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws effectiveness of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwritersiii) of the issuance by the Commission of any stop order or other suspension of suspending the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspensionStatement;
(giv) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected receipt by the Company to deliver of any notification with respect to the transfer agent for suspension of the Registrable Securities (with copies to qualification of the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be securities included therein and to which for sale in any jurisdiction or the Company does not reasonably object and make all required filings initiation or threatening of any proceeding for such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendmentpurpose; and
(jv) maintain of the existence of any fact and the happening of any event (including, without limitation, pending negotiations relating to, or the consummation of, a transfer agent and registrar for transaction or the Common Stock.occurrence of any
Appears in 1 contract
Registration Procedures. If and whenever the Company is required by to effect any registration under the Securities Act as provided in Sections 2(a), 3(a) and 4 hereof, the Company shall, as expeditiously as possible:
(a) subject to Section 6(c) hereof, prepare and file with the Commission (promptly and, in the case of any registration pursuant to Section 3(a), in any event within 45 days) the requisite registration statement to effect such registration and thereafter use its best efforts to cause such registration statement to become effective; provided, however, that the Company may discontinue any registration of its securities that are not shares of Registrable Common Stock (and, under the circumstances specified in Section 4 hereof, its securities that are shares of Registrable Common Stock) at any time prior to the effective date of the provisions registration statement relating thereto;
(b) notify each seller of this Agreement Registrable Common Stock and other securities covered by such registration statement at any time when a prospectus relating thereto is required to effect the registration of any of the Registrable Securities be delivered under the Securities Act, upon discovery that, or upon the Company shall (except happening of any event as otherwise provided a result of which, the prospectus included in this Agreement)such registration statement, as expeditiously as possiblethen 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 the light of the circumstances under which they were made, and subject to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement:
(aSection 6(c) (i) hereof, prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement registration statement effective and to comply with the provisions of the Securities Act and the Exchange Act with respect to the sale or other disposition of all Registrable Securities Common Stock covered by such Registration Statement whenever registration statement until such time as all of such Registrable Common Stock has been disposed of in accordance with the method of disposition set forth in such registration statement;
(c) before filing any registration statement or prospectus or any amendments or supplements thereto, furnish to and afford the Holders of the Holder shall desire to sell or otherwise dispose Registrable Common Stock, one firm of counsel for the Holders designated by the Holders of a majority of the same Registrable Common Stock included in the registration statement (the "Holders Counsel") and the managing underwriters, if any designated by the Holders, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (at least ten (10) Business Days prior to such filing). The Company shall not file any registration statement or prospectus or any amendments or supplements with thereto in respect of which the Holders must be afforded an opportunity to review prior to the sales filing of such document, if the Holders of a majority of the shares of Registrable Securities from time to time Common Stock covered by such registration statement, the Holders Counsel, or the managing underwriters, if any, shall reasonably object. Any registration statement, when declared effective by the Commission or when subsequently amended (by an amendment which is declared effective by the Commission) or any prospectus in connection with a the form included in the registration statement pursuant to Rule 415 promulgated under as declared effective by the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, Commission or when it becomes effective, subsequently supplemented will not contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(d) use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of a registration statement, and in any event shall, within thirty (30) days of such cessation of effectiveness, use its best efforts to amend the registration statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional registration statement pursuant to Rule 415 covering all of the Registrable Common Stock and use its best efforts to cause the subsequent Shelf Registration to be declared effective as soon as practicable after such filing and to remain effective;
(e) if requested by the managing underwriters, if any, or the Holders of a majority of the Registrable Common Stock being sold in connection with an underwritten offering, (i) prior promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters, if any, or such Holders or counsel reasonably request to be included therein, (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the filing with Company has received notification of the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof matters to the Holders as required by Section 4(c) and reflect be incorporated in such documents all prospectus supplement. or post-effective amendment, and (iii) supplement or make amendments to such comments as the Holders registration statement;
(and their counsel) reasonably may propose; (iif) furnish to each seller of the Holders Registrable Common Stock covered by such numbers registration statement such number of copies of a such drafts and final conformed versions of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits and any documents incorporated by reference), such number of copies of such drafts and final versions of the prospectus contained in such registration statement (including a each preliminary prospectus or and any amendment or supplement to summary prospectus) and any prospectus, as applicableother prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do sowriting;
(cg) use its best efforts (i) to register and or qualify the all Registrable Securities covered by the Registration Statement Common Stock under such other securities or blue sky laws of such states or other jurisdictions of the United States of America as the sellers of Registrable Common Stock covered by such registration statement shall reasonably request in writing, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, (iii) to prevent the issuance of any order suspending the effectiveness of a registration statement or of any order preventing or suspending the use of a prospectus or suspending the qualification (or exemption from qualification) of any of the Holders shall reasonably request (subject Registrable Common Stock for sale in any jurisdiction, and, if any such order is issued, to use its best efforts to obtain the limitations set forth in Section 4(c) above)withdrawal of any such order at the earliest possible moment, and do (iv) to take any and all other acts and things which action that may be reasonably necessary or advisable to enable such Holder sellers to consummate the public sale or other disposition in such jurisdiction jurisdictions of the Registrable Securities owned securities to be sold by such Holdersellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subsection (g) be obligated to be so qualified, to subject itself to taxation in such jurisdiction or to consent to general service of process in any such jurisdiction;
(dh) list use its best efforts to cause all Registrable Common Stock and other securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Common Stock to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities on the markets where the Common Stock in the manner set forth in the registration statement;
(i) in connection with any underwritten offering, use its best efforts to obtain and, if obtained, furnish to each seller of Registrable Common Stock, and each such seller's underwriters, if any, a signed
(i) opinion of counsel for the Company, dated the date of the Company is listed as of closing under the underwriting agreement, reasonably satisfactory in form and substance to the Holders Counsel, and
(ii) comfort" letter, dated the effective date of such registration statement and signed by the Registration Statementindependent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, reasonably satisfactory in form and substance to the Holders Counsel, in each case, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort 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' comfort letters delivered to underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the sellers of the Registrable Common Stock covered by such registration statement or the underwriters, if any, may reasonably request;
(j) otherwise comply with all applicable rules and regulations of the Commission and any other governmental agency or authority having jurisdiction over the offering, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen 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 and Rule 158 promulgated thereunder, and furnish to each seller of Registrable Common Stock at least ten days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus;
(k) use its best efforts to cause all such Registrable Common Stock covered by such registration statement (i) to be listed on the Exchange, if the listing of such Registrable Securities Common Stock is then permitted under the rules thereof or (ii) if the Company is not required pursuant to clause (i) above to list such securities covered by such registration statement on such Exchange, use its best efforts to secure designation of all Registrable Common Stock covered by such marketsregistration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-l of the Commission or, failing that, to secure NASDAQ authorization for such Registrable Common Stock and, without limiting the generality of the foregoing, to arrange for at least two market makers to register with the NASD as such with respect to such Registrable Common Stock;
(e1) notify the Holders at any time when a prospectus relating thereto covered file all annual and quarterly reports required by the Registration Statement Exchange Act, and, in the event that the Company is no longer subject to the reporting requirements of the Exchange Act, file the reports required to be delivered filed by it under the Securities ActExchange Act and the rules and regulations adopted by the Commission thereunder in the same manner as if it were subject to such reporting requirements; and
(m) provide a transfer agent for such Registrable Common Stock covered by such Registration Statement no later than the effective date thereof (which transfer agent shall also maintain the share register for the Common Stock). The Company may require each seller of Registrable Common Stock as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of the securities covered by such registration statement as the Company may from time to time reasonably request in writing and as is required by applicable laws and regulations. Each Holder agrees that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Common Stock it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Common Stock. Each Holder further agrees that, upon receipt of any notice from the Company of the happening of any event of which it has knowledge as a result the kind described in subsection (b) of which the prospectus included in the Registration Statementthis Section 6, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company such Holder shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during forthwith discontinue such period, the Holders shall not make any sales Holder's disposition of Registrable Securities Common Stock pursuant to the Registration Statement;
(f) after becoming aware of registration statement relating to such event, notify each Registrable Common Stock until such Holder's receipt of the Holders who holds Registrable Securities being sold copies of the supplemented or amended prospectus contemplated by subsection (or, in the event of an underwritten offering, the managing underwritersb) of the issuance this Section 6 and, if so directed by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawalCompany, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to shall deliver to the transfer agent for Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus relating to such Registrable Securities (with copies to Common Stock current at the Holders) an appropriate instruction and, to the extent necessary, an opinion time of receipt of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stocknotice.
Appears in 1 contract
Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ Investors' assistance and cooperation as reasonably required with respect to each Registration Statement:
(a) (i) prepare i)prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities securities covered by such Registration Statement registration statement whenever any of the Holder Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders Investors as required by Section 4(c3(c) and reflect in such documents all such comments as the Holders Investors (and their counsel) reasonably may propose; propose and (ii) furnish to each of the Holders Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge 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 a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 6(a) as quickly as reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement;
(f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counsel;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 1 contract
Registration Procedures. If and whenever In the case of each registration effected by the Company is required by any of the provisions of this Agreement pursuant to effect the registration of any of the Registrable Securities under the Securities ActSection 2 hereof, the Company shall (except will keep each Holder advised in writing as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holders’ assistance initiation of each registration and cooperation as reasonably required with respect to each Registration Statementthe completion thereof. At its expense, the Company will use its best efforts to:
(a) prepare and file with the Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (iprovided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to the counsel or counsels for the sellers of the Registrable Securities covered by such registration statement);
(b) prepare and file with the Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement;
(c) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;
(d) notify each Holder of Registrable Securities covered by such Registration Statement whenever any of the Holder shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain 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, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances under which they were made, not misleading;
(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders as required by Section 4(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so;
(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 4(c) above), and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder;
(d) list such Registrable Securities on the markets where the Common Stock of the Company is listed as of the effective date of the Registration Statement, if the listing of such Registrable Securities is then permitted under the rules of such markets;
(e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Securities Act, Act of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statementsuch registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such Holder, prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable 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 or incomplete in the light of the circumstances then existing; provided, however, the Company shall not be obligated to prepare and file a curative amendment under Section 6(a) furnish any such prospectus supplements or amendments relating to any material nonpublic information at any such time as quickly as reasonably possible and during such periodthe Board of Directors of the Company has determined that, for good business reasons, the Holders shall disclosure of such material nonpublic information at that time would be materially detrimental to the Company in the circumstances and is not make any sales of Registrable Securities otherwise required under applicable law (including applicable securities laws) provided the Company may only delay its obligations pursuant to the Registration Statementaforementioned proviso for a period of 60 days in any 180-day period;
(fe) after becoming aware of cause all such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;
(g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities registered pursuant hereunder to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be listed on each securities exchange and/or included in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three Trading Days after a Registration Statement national quotation system on which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected similar securities issued by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an appropriate instruction and, to the extent necessary, an opinion of such counselare then listed or included;
(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;
(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and
(j) maintain a transfer agent and registrar for the Common Stock.
Appears in 1 contract
Samples: Convertible Debenture and Warrant Purchase Agreement (Verso Technologies Inc)
