Registration Proceedings. If and whenever the Company is required by the provisions of Sections 8.1 and 8.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall: (a) Promptly prepare and file with the SEC a registration statement with respect to such Common Stock and use all reasonable efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof; (b) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective; (c) Furnish to the Lender and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities; (d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender may reasonably request within twenty (20) days prior to the original filing of such registration statement, except that the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering; (e) Notify the Lender, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) Notify the Lender promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender; (h) Prepare and promptly file with the SEC and promptly notify the Lender of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act; (j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and (l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.
Appears in 5 contracts
Samples: Stock Issuance Agreement (Female Health Co), Stock Issuance Agreement (Dearholt Stephen M), Stock Issuance Agreement (Dearholt Stephen M)
Registration Proceedings. If and whenever the Company Whenever PHT is required by the provisions of Sections 8.1 and 8.2 hereof this Section 5 to effect the registration of the Common Stock Shares under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company PHT shall:
(ai) Promptly prepare Prepare and promptly file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the within 60 days of filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender Investor and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws Sky Laws of such jurisdictions as the Lender Investor may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company PHT shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(ev) Notify the LenderInvestor, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender Investor promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender Investor of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is contrary, PHT shall not be required to deliver amend, supplement, or update a prospectus at a time when the prospectus then contained in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such any registration statement and such prospectus or prospectuses as may be necessary if to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary do so would result in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially unduly burdensome expense to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably requestPHT.
Appears in 4 contracts
Samples: Subscription Agreement (Performance Health Technologies Inc), Subscription Agreement (Performance Health Technologies Inc), Subscription Agreement (Performance Health Technologies Inc)
Registration Proceedings. If and whenever the Company is required by the provisions of Sections 8.1 12.1 and 8.2 12.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall:
(a) Promptly prepare and file with the SEC a registration statement with respect to such Common Stock and use all reasonable efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 12.2 hereof;
(b) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(c) Furnish to the Lender each participating Holder and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender participating Holders may reasonably request within twenty (20) days prior to the original filing of such registration statement, except that the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lendereach participating Holder, promptly after it the Company shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender each participating Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lendera participating Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender such Holder and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lendersuch Holder;
(h) Prepare and promptly file with the SEC and promptly notify the Lender each participating Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender a participating Holder or any underwriter for the Lender a Holder is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lendereach participating Holder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender a participating Holder shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender a participating Holder (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lendereach participating Holder, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lendereach participating Holder, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of of-such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender a participating Holder may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, prospectus as the Lender a participating Holder may reasonably request.
Appears in 4 contracts
Samples: Warrant Agreement (Dearholt Stephen M), Warrant Agreement (Female Health Co), Warrant Agreement (Dearholt Stephen M)
Registration Proceedings. If and whenever the Company Whenever PHT is required by the provisions of Sections 8.1 and 8.2 hereof this Section 5 to effect the registration of the Common Stock Registrable Securities under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company PHT shall:
(ai) Promptly prepare Prepare and promptly file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the within 60 days of filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender Investor and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws Sky Laws of such jurisdictions as the Lender Investor may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company PHT shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(ev) Notify the LenderInvestor, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender Investor promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender Investor of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is contrary, PHT shall not be required to deliver amend, supplement, or update a prospectus at a time when the prospectus then contained in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such any registration statement and such prospectus or prospectuses as may be necessary if to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary do so would result in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially unduly burdensome expense to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably requestPHT.
Appears in 4 contracts
Samples: Subscription Agreement (Performance Health Technologies Inc), Subscription Agreement (Performance Health Technologies Inc), Subscription Agreement (Performance Health Technologies Inc)
Registration Proceedings. If and whenever Whenever the Company is required by the provisions of Sections 8.1 and 8.2 hereof this Article V to effect the registration of the Common Stock Warrant Shares under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall:
(a) Promptly prepare Prepare and file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(b) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(c) Furnish to the Lender Holder and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Holder and such underwriters may reasonably request in order to facilitate the public offering of such securities;
(d) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender Holder may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the LenderHolder, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(h) Prepare and promptly file with the SEC and promptly notify the Lender Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Actcontrary, the Company will prepare and file such supplements shall not be required to amend, supplement, or amendments to such update a prospectus contained in any registration statement and such prospectus or prospectuses as may be necessary if to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply do so would result in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior an unduly burdensome expense to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.
Appears in 3 contracts
Samples: Warrant Agreement (Performance Health Technologies Inc), Warrant Agreement (Performance Health Technologies Inc), Warrant Agreement (Performance Health Technologies Inc)
Registration Proceedings. If and whenever the Company Whenever LTC is required by the provisions of Sections 8.1 and 8.2 hereof this Section 4 to effect the registration of the Common Stock Shares under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company LTC shall:
(ai) Promptly prepare Prepare and file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender Investor and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws Sky Laws of such jurisdictions as the Lender Investor may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company LTC shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(ev) Notify the LenderInvestor, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender Investor promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender Investor of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is contrary, LTC shall not be required to deliver amend, supplement, or update a prospectus at a time when the prospectus then contained in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such any registration statement and such prospectus or prospectuses as may be necessary if to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary do so would result in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially unduly burdensome expense to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably requestLTC.
Appears in 3 contracts
Samples: Note Purchase and Sale Agreement (Lithium Technology Corp), Note Purchase and Sale Agreement (Lithium Technology Corp), Note Purchase and Sale Agreement (Lithium Technology Corp)
Registration Proceedings. If and whenever Whenever the Company is required by the provisions of Sections 8.1 and 8.2 hereof this Section 7 to effect the registration of the Common Stock Registrable Securities under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall:
(ai) Promptly prepare Prepare and promptly file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the within 90 days of filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender Buyer and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws Sky Laws of such jurisdictions as the Lender Buyer may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(ev) Notify the LenderBuyer, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender Buyer promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender Buyer of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Actcontrary, the Company will prepare and file such supplements shall not be required to amend, supplement, or amendments to such update a prospectus contained in any registration statement and such prospectus or prospectuses as may be necessary if to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply do so would result in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior an unduly burdensome expense to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (U.S. Helicopter CORP), Securities Purchase Agreement (International Financial Advisors, K.S.C.), Securities Purchase Agreement (U.S. Helicopter CORP)
Registration Proceedings. If and whenever the Company Whenever PHT is required by the provisions of Sections 8.1 and 8.2 hereof this Section 5 to effect the registration of the Common Stock Registrable Securities under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company PHT shall:
(ai) Promptly prepare Prepare and promptly file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the within 60 days of filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender Investor and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering Exchange Offer of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws Sky Laws of such jurisdictions as the Lender Investor may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company PHT shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(ev) Notify the LenderInvestor, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender Investor promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender Investor of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is contrary, PHT shall not be required to deliver amend, supplement, or update a prospectus at a time when the prospectus then contained in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such any registration statement and such prospectus or prospectuses as may be necessary if to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary do so would result in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially unduly burdensome expense to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably requestPHT.
Appears in 2 contracts
Samples: Debt Exchange Agreement (Performance Health Technologies Inc), Debt Exchange Agreement (Performance Health Technologies Inc)
Registration Proceedings. If and whenever the Company Whenever LTC is required by the provisions of Sections 8.1 and 8.2 hereof this Section 7.10 to effect the registration of the Common Stock Shares under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company LTC shall:
(ai) Promptly prepare Prepare and file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender GAIA Holding Stockholder and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender GAIA Holding Stockholder may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company LTC shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(ev) Notify the LenderGAIA Holding Stockholder, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender GAIA Holding Stockholder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender GAIA Holding Stockholder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then the n in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they the y were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is contrary, LTC shall not be required to deliver amend, supplement, or update a prospectus at a time when the prospectus then contained in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such any registration statement and such prospectus or prospectuses as may be necessary if to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary do so would result in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially unduly burdensome expense to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably requestLTC.
Appears in 2 contracts
Samples: Agreement (Lithium Technology Corp), Agreement (Lithium Technology Corp)
Registration Proceedings. If and whenever Whenever the Company is required by the provisions of Sections 8.1 and 8.2 hereof this Section 4 to effect the registration of the Common Stock Shares under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall:
(ai) Promptly prepare Prepare and file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender Purchaser and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws Sky Laws of such jurisdictions as the Lender Purchaser may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;.
(ev) Notify the LenderPurchaser, promptly within three (3) business days after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender promptly Purchaser within three (3) business days of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender Purchaser of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Actcontrary, the Company will prepare and file such supplements shall not be required to amend, supplement, or amendments to such update a prospectus contained in any registration statement and such prospectus or prospectuses as may be necessary if to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply do so would result in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior an unduly burdensome expense to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Galvestons Steakhouse Corp), Securities Purchase Agreement (Galvestons Steakhouse Corp)
Registration Proceedings. If and whenever the Company is required by the provisions of Sections 8.1 14.1 and 8.2 14.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall:
(a) Promptly prepare Prepare and file with the SEC a registration statement with respect to such Common Stock and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(b) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(c) Furnish to the Lender Board and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(d) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender Board may reasonably request within twenty (20) days prior to the original filing of such registration statement, except that the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty forty (2040) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the LenderBoard, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender Board promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the LenderBoard, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender Board and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the LenderBoard;
(h) Prepare and promptly file with the SEC and promptly notify the Lender Board of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender Board or any underwriter for the Lender Board is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the LenderBoard, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which a majority in interest of the Lender Board shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender Board (i) use all reasonable its best efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the LenderBoard, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable its best efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the LenderBoard, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender Board may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender Board may reasonably request.
Appears in 2 contracts
Samples: Warrant Agreement (Gehl Co), Common Stock Purchase Warrant (Gehl Co)
Registration Proceedings. If and whenever Whenever the Company is required by the provisions of Sections 8.1 and 8.2 hereof this Section 5 to effect the registration of the Common Stock Registrable Securities under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall:
(ai) Promptly prepare Prepare and promptly file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the within 90 days of filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender Purchaser and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws Sky Laws of such jurisdictions as the Lender Purchaser may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(ev) Notify the LenderPurchaser, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender Purchaser promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender Purchaser of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Actcontrary, the Company will prepare and file such supplements shall not be required to amend, supplement, or amendments to such update a prospectus contained in any registration statement and such prospectus or prospectuses as may be necessary if to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply do so would result in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior an unduly burdensome expense to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.
Appears in 2 contracts
Samples: Note Purchase Agreement (U.S. Helicopter CORP), Note Purchase Agreement (U.S. Helicopter CORP)
Registration Proceedings. If and whenever Whenever the Company is required by the provisions of Sections 8.1 and 8.2 hereof this Section 4 to effect the registration of the Common Stock Shares under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall:
(ai) Promptly prepare Prepare and file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender Purchaser and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws Sky Laws of such jurisdictions as the Lender Purchaser may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(ev) Notify the LenderPurchaser, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender Purchaser promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender Purchaser of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Actcontrary, the Company will prepare and file such supplements shall not be required to amend, supplement, or amendments to such update a prospectus contained in any registration statement and such prospectus or prospectuses as may be necessary if to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply do so would result in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior an unduly burdensome expense to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.
Appears in 2 contracts
Samples: Note Purchase Agreement (Consolidated Capital of North America Inc), Note Purchase Agreement (Consolidated Capital of North America Inc)
Registration Proceedings. If and whenever From the Company is required date of this Agreement ------------------------- until the Registrable Securities covered by the provisions of Sections 8.1 and 8.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of timetime (the "Registration Period"), the Company shall:
(a) Promptly prepare Prepare and file with the SEC a registration statement with respect to such Common Stock the Registrable Securities and use all reasonable efforts to cause such registration statement to become effective as soon as practicable after the filing thereof on or before September 30, 2000 and to remain effective, subject to effective until the Company's right to withdraw any registration contemplated by Section 8.2 hereofend of the Registration Period;
(b) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effectiveeffective until the end of the Registration Period;
(c) Furnish to the Lender and to the underwriters of the securities being registered Holder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters the Holder may reasonably request in order to facilitate the public offering of such securities;
(d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender Holder may reasonably request within twenty (20) 20 days prior to the original filing of such registration statement, except that the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) 20 such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offeringjurisdictions;
(e) Notify the LenderHolder, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the LenderHolder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offeringHolder, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the LenderHolder;
(h) Prepare and promptly file with the SEC and promptly notify the Lender Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender Holder is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the LenderHolder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;; and
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender Holder shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.
Appears in 1 contract
Registration Proceedings. If and whenever the Company is required ------------------------ by the provisions of Sections 8.1 12.1 and 8.2 12.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall:
(a) Promptly prepare and file with the SEC a registration statement with respect to such Common Stock and use all reasonable efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 12.2 hereof;
(b) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(c) Furnish to the Lender each participating Holder and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender participating Holders may reasonably request within twenty (20) days prior to the original filing of such registration statement, except that the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lendereach participating Holder, promptly after it the Company shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender each participating Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lendera participating Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender such Holder and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lendersuch Holder;
(h) Prepare and promptly file with the SEC and promptly notify the Lender each participating Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender a participating Holder or any underwriter for the Lender a Holder is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lendereach participating Holder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender a participating Holder shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender a participating Holder (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lendereach participating Holder, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not 'know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lendereach participating Holder, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of of-such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender a participating Holder may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, prospectus as the Lender a participating Holder may reasonably request.
Appears in 1 contract
Samples: Warrant Agreement (Female Health Co)
Registration Proceedings. If and whenever the Company is required by the provisions of Sections 8.1 and 8.2 Section 8.4 or Section 8.5 hereof to effect the registration of the Common Stock Registrable Securities under the Securities Act, until all of the securities covered by such registration statement have been sold or for six (6) nine months after effectiveness, whichever is the shorter period of time, the Company shall:
(aA) Promptly prepare Prepare and file with the SEC Commission a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bB) Prepare and file with the SEC Commission such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(cC) Furnish to the Lender Investor participating in such registration (the "Participating Investor") and to the underwriters underwriters, if any, of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request be requested in order to facilitate the public offering of such securities;
(dD) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender such Participating Investor may reasonably request within twenty (20) 20 days prior to following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(eE) Notify the LenderParticipating Investor, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fF) Notify the Lender such Participating Investor promptly of any request by the SEC Commission for the amending or supplementing of such registration statement or prospectus or for additional information;
(gG) Prepare and file with the SECCommission, promptly upon the request of the Lenderany such Participating Investor, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offeringsuch Participating Investor, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock the Registrable Securities by the Lendersuch Participating Investor;
(hH) Prepare and promptly file with the SEC Commission and promptly notify the Lender such Participating Investor of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(iI) In case the Lender any of such Participating Investor or any underwriter for the Lender any such Participating Investor is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(jJ) Advise the Lendersuch Participating Investor, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(kK) Not file any amendment or supplement to such registration statement or prospectus to which the Lender counsel selected by such Participating Investor shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) five business days prior to the filing thereofthereof unless, in the case of an amendment or supplement, in the opinion of counsel for the Company, the filing of such amendment or supplement is reasonably necessary to protect the Company from any liabilities under any applicable Federal or state law and such filing will not violate applicable laws; and
(lL) At the request of the Lender any such Participating Investor, (i) use all reasonable its best efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an a customary opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the LenderParticipating Investor making such request, which shall contain such opinions as are customary in an underwritten public offering, or, if to the offering is not underwritten, shall state effect that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): : (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC Commission thereunder (except that such counsel need express no opinion as to financial statements, financial data or schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respectsand fairly present the information required to be shown; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) in the case of an underwritten offering, use all reasonable its best efforts to obtain customary letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the LenderParticipating Investor or Investor, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.
Appears in 1 contract
Registration Proceedings. If and whenever the Company is required by the provisions of Sections 8.1 12.1 and 8.2 12.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall:
(a) Promptly prepare and file with the SEC a registration statement with respect to such Common Stock and use all reasonable efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 12.2 hereof;
(b) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(c) Furnish to the Lender each participating Holder and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "_Blue Sky" _ laws of such jurisdictions as the Lender participating Holders may reasonably request within twenty (20) days prior to the original filing of such registration statement, except that the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lendereach participating Holder, promptly after it the Company shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender each participating Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lendera participating Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender such Holder and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lendersuch Holder;
(h) Prepare and promptly file with the SEC and promptly notify the Lender each participating Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender a participating Holder or any underwriter for the Lender a Holder is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lendereach participating Holder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender a participating Holder shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender a participating Holder (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lendereach participating Holder, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lendereach participating Holder, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of of-such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender a participating Holder may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, prospectus as the Lender a participating Holder may reasonably request.
Appears in 1 contract
Samples: Warrant Agreement (Female Health Co)
Registration Proceedings. If and whenever In connection with the Company is required by the provisions of Sections 8.1 and 8.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of timeRequired Registration, the Company shallwill act as expeditiously as possible to:
(a) Promptly a. prepare and file with the SEC Commission and all applicable state securities agencies a registration statement with respect to such Common Stock within the applicable period provided in Section 2 which includes the Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective as soon as practicable practicable; provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing thereof of the registration statement, the Company will furnish to the Holders of the Registrable Securities covered by such registration statement and the underwriters, if any, draft copies of all such documents proposed to remain effectivebe filed at least three (3) Business Days prior thereto, which documents will be subject to the Company's right to withdraw reasonable review of the Holders and underwriters, if any, and the Company will not file any registration contemplated statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by Section 8.2 hereofreference) to which the Holders of a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, with respect to such Registrable Securities, if any, shall reasonably object, and will notify each Holder of the Registrable Securities of any stop order issued or threatened by the Commission and any applicable state securities agencies in connection therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(b) Prepare b. prepare and file with the SEC Commission and any applicable state securities agencies such amendments and post-effective amendments to such the registration statement and supplements to the prospectus contained therein as may be necessary to keep the registration statement effective for such period until the initial Holder(s) of such Registrable Securities can distribute such Registrable Securities without regard to the volume limitations contained in Rule 144(d) under the Securities Act or such shorter period which will terminate when all Registrable Securities covered by such registration statement effectivehave been sold or withdrawn, but not before the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable; 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 comply with the provisions of the Securities Act and all applicable state securities laws applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to the prospectus;
(c) Furnish c. furnish to any Holder of Registrable Securities included in such registration statement and the Lender and to the underwriters underwriter or underwriters, if any, without charge, such number of conformed copies of the securities being registered registration statement and any post-effective amendment thereto (including exhibits) and such reasonable number of copies of the registration statement, prospectus (including each preliminary prospectus) and any amendments or supplements thereto, final prospectus and such other any documents incorporated by reference therein, as such underwriters Holder or underwriter may reasonably request in order to facilitate the public disposition of the Registrable Securities being sold by such Holder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto, provided by the Company to each Holder of Registrable Securities covered by the registration statement and the underwriter or underwriters, if any, in connection with the offering and sale of such securitiesthe Registrable Securities covered by the prospectus or any amendment or supplement thereto);
(d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws d. notify each Holder of such jurisdictions as the Lender may reasonably request within twenty (20) days prior to the original filing of Registrable Securities included in such registration statement, except that the Company shall not for at any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lender, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(h) Prepare and promptly file with the SEC and promptly notify the Lender of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event shall have occurred as the a result of which any the prospectus included in such prospectus or any other prospectus registration statement (as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not commenteffect) contains any 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; (d) the description in the registration statement or case of the prospectus or any amendment or supplement thereto preliminary prospectus, in light of all legal the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and governmental matters file with the Commission and all contracts applicable state securities agencies and other legal documents furnish a supplement or instruments described therein are accurate amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
e. use commercially reasonable efforts to cause all material respects; and (e) Registrable Securities included in such counsel does not know of any legal or governmental proceedings, pending or threatened, required registration statement to be described in listed, by the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments date of the character required first sale of Registrable Securities pursuant to such registration statement, on each securities exchange (including, for this purpose, The New York Stock Exchange) on which the Common Stock of the Company is then listed or proposed to be described in listed, if any;
f. make generally available to its security holders an earnings statement satisfying the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to provisions of Section 11(a) of the Securities Act no later than 45 days after the end of the twelve-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, which are not described earnings statement shall cover said twelve-month period, which requirement will be deemed to be satisfied if the Company timely files complete and filed 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 as required; soon as feasible;
g. make every reasonable effort to obtain the withdrawal of any stop order, or other order suspending the effectiveness of the registration statement at the earliest possible moment;
h. if reasonably requested by the managing underwriter or underwriters or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or such Holder requests to be included therein, including without limitation, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and (ii) any other terms of the underwritten offering of such Registrable Securities, and promptly make all required filings of such prospectus supplement or post-effective amendment;
i. as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement, deliver a copy of such document to each Holder of Registrable Securities covered by such registration statement;
j. on or before the date on which the registration statement is declared effective, use all commercially reasonable efforts to obtain letters dated on such effective dateregister or qualify, and cooperate with the Holders of Registrable Securities included in such closing dateregistration statement, if any, from the independent certified public accountants of the Company, addressed to the underwriter or underwriters, if any, and to their counsel, in connection with the Lender, stating that they are independent certified public accountants within the meaning registration or qualification of the Registrable Securities Act covered by the registration statement for offer and dealing sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such Holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable 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 in any such jurisdiction where it is not then so subject;
k. cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such matters securities to be in such denominations and registered in such names as the underwriters managing underwriter or underwriters, if any, or such Holders may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining subject to the Company included in underwriters' obligation to return to such Holders any certificates representing securities not sold;
l. use commercially reasonable efforts to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the prospectus underwriter or underwriters, if any, to consummate the disposition of such securities;
m. deliver to the Holders and their counsel and the managing underwriter or underwriters, if any, copies of all correspondence related to the offering between the Commission, the Company and its counsel;
n. make available for inspection by the Inspectors such 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 respond to all reasonable inquiries from, and to supply all Records reasonably requested by, any amendment or supplement thereto comply such Inspector in all material respects connection with the applicable accounting requirements of the Securities Actsuch registration statement; such opinion of counsel shall additionally cover such legal matters provided, however, that with respect to any Records that are confidential, the Inspectors shall execute such confidentiality agreements as the Company may reasonably request in order to maintain the confidentiality of confidential Records. Notwithstanding the foregoing provisions of this Section 5, upon expiration of the period described in subsection b. of this Section 5 during which the Company is obligated to keep the registration and with respect statement effective, the Company shall have the right to deregister any Registrable Securities which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending have not more than five (5) business days been sold prior to such date. In addition, each Holder acknowledges that there may occasionally be times when the date Company must suspend the use of the prospectus included in such letter, with respect registration statement until such time as an amendment to the registration statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each Holder, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection d. of this Section 5, will forthwith discontinue disposition of the Registrable Securities until the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by the first sentence of this paragraph, subsection d. of this Section 5, or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies in their possession or control, other than permanent file copies then in the Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company will use commercially reasonable efforts to amend or supplement as necessary its registration statement to permit the Lender sale of the Registrable Securities to resume as soon as practicable, but in any event not later than 90 days after it has given the notice referred to in the preceding sentence. If the Company shall give any such notice, the time periods mentioned in subsection b. of this Section 5 and elsewhere herein shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by the first sentence of this paragraph, subsection d. of this Section 5 hereof, or the notice that they may reasonably requestresume use of the prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
Registration Proceedings. If and whenever In connection with the Company is required by the provisions of Sections 8.1 and 8.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of timeRequired Registration, the Company shallwill act as expeditiously as possible to:
(a) Promptly a. prepare and file with the SEC Commission a registration statement with respect to such Common Stock on Form S-3 which includes the Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective as soon promptly as practicable is reasonably practical; PROVIDED, HOWEVER, THAT before filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing thereof of the registration statement, the Company will furnish to the Holder of the Registrable Securities covered by such registration statement and the underwriters, if any, draft copies of all such documents proposed to remain effectivebe filed at least three (3) days prior thereto, which documents will be subject to the Company's right to withdraw reasonable review of the Holder and underwriters, if any, and the Company will not file any registration contemplated statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by Section 8.2 hereofreference) to which the Holder of the Registrable Securities covered by such registration statement or the underwriters, if any, with respect to such Registrable Securities, if any, shall reasonably object, and will notify the Holder of the Registrable Securities of any stop order issued or threatened by the Commission in connection therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(b) Prepare b. prepare and file with the SEC Commission such amendments and post-effective amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effectiveeffective until the first anniversary of the effective date of such registration statement or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold or withdrawn, but not before the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable; 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 comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to the prospectus;
(c) Furnish c. furnish to the Lender Holder of Registrable Securities included in such registration statement and to the underwriters underwriter or underwriters, if any, without charge, such number of conformed copies of the securities being registered registration statement and any post-effective amendment thereto, together with exhibits thereto, and such reasonable number of copies of the registration statement, prospectus (including each preliminary prospectus) and any amendments or supplements thereto, final prospectus and such other any documents incorporated by reference therein, as such underwriters the Holder or underwriter may reasonably request in order to facilitate the public offering disposition of such securities;
the Registrable Securities being sold by the Holder (d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender may reasonably request within twenty (20) days prior to the original filing of such registration statement, except it being understood that the Company shall not for consents to the use of the prospectus and any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualifiedamendment or supplement thereto, and except that provided by the Company shall not be required to so register the Holder of Registrable Securities covered by the registration statement and the underwriter or qualify underwriters, if any, in more than twenty (20) such jurisdictions if in connection with the good faith judgment offering and sale of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lender, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender promptly of any request Registrable Securities covered by the SEC for the amending prospectus or supplementing of such any amendment or supplement thereto); PROVIDED, HOWEVER, THAT before filing a registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements thereto, the Company will furnish to such registration statement or prospectus which, in the opinion of counsel for the Lender Holder and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock selected by the LenderHolder copies of all documents proposed to be filed which documents will be subject to the review of Holder and such counsel;
(h) Prepare and promptly file with the SEC and d. promptly notify the Lender Holder of the filing of such amendment or supplement to Registrable Securities included in such registration statement or prospectus as may be necessary to correct any statements or omissions ifstatement, at the any time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event shall have occurred as the a result of which any the prospectus included in such prospectus or any other prospectus registration statement (as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not commenteffect) contains any 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; (d) the description in the registration statement or case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or supplement thereto omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
e. use commercially reasonable efforts to cause all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate Registrable Securities included in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required registration statement to be described in listed, by the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments date of the character required first sale of Registrable Securities pursuant to such registration statement, on each securities exchange (including, for this purpose, The New York Stock Exchange) on which the Common Stock of the Company is then listed or proposed to be described in listed, if any;
f. make generally available to its security holders an earnings statement satisfying the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to provisions of Section 11(a) of the Securities Act no later than forty-five (45) days after the end of the twelve-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, which are not described earnings statement shall cover said twelve-month period, which requirement will be deemed to be satisfied if the Company timely files complete and filed 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 as required; soon as feasible;
g. make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible moment;
h. if reasonably requested by the managing underwriter or underwriters or the Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or the Holder requests to be included therein, including without limitation, with respect to the number of Registrable Securities being sold by the Holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and (ii) any other terms of the underwritten offering of such Registrable Securities, and promptly make all required filings of such prospectus supplement or post-effective amendment;
i. as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement, deliver a copy of such document to the Holder of Registrable Securities covered by such registration statement;
j. on or before the date on which the registration statement is declared effective, use all commercially reasonable efforts to obtain letters dated on such effective dateregister or qualify, and cooperate with the Holder of Registrable Securities included in such closing dateregistration statement, if any, from the independent certified public accountants of the Company, addressed to the underwriter or underwriters, if any, and to their counsel, in connection with the Lender, stating that they are independent certified public accountants within the meaning registration or qualification of the Registrable Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the prospectus United States as the Holder or underwriter reasonably requests in writing, to use commercially reasonable efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required hereunder to be kept effective and to do any amendment and all other acts or supplement thereto comply things necessary or advisable to enable the disposition in all material respects such jurisdictions of the Registrable Securities covered by the applicable 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 in any such jurisdiction where it is not then so subject;
k. cooperate with the applicable accounting requirements Holder of the Registrable Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to covered by the registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or the Holder may request, subject to the underwriters' obligation to return any certificates representing securities not sold;
l. use commercially reasonable efforts to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such securities;
m. deliver to the Holder and its counsel and the managing underwriter or underwriters, if any, copies of all correspondence related to the offering between the Commission, the Company and its counsel;
n. make available for inspection by the Inspectors such 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 Records reasonably requested by any such Inspector in connection with such registration statement; PROVIDED, HOWEVER, THAT with respect to any Records that are confidential, the Inspectors shall execute such confidentiality agreements as the Company may reasonably request in order to maintain the confidentiality of confidential Records. The Holder, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection d of this Section 5, will forthwith discontinue disposition of the Registrable Securities until the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection d of this Section 5 or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, as and, if so directed by the Lender Company, the Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies in their possession or control, other than permanent file copies then in the Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice, the time periods mentioned in subsection b of this Section 5 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subsection d of this Section 5 hereof or the notice that they may reasonably requestresume use of the prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
Registration Proceedings. If and whenever Whenever any Registrable Securities are to be registered pursuant to Sections 2 or 3 of this Agreement, the Company is required by the provisions of Sections 8.1 and 8.2 hereof will use reasonable diligence to effect the registration of such Registrable Securities in accordance with the Common Stock under intended method of disposition thereof as quickly as practicable. In connection with any Piggyback Registration, Demand Registration or Excess Demand Registration, the Company will act as expeditiously as possible to:
a. prepare and file with the Commission a registration statement which includes the Registrable Securities Actand use reasonable diligence to cause such registration statement to become effective; PROVIDED, HOWEVER, THAT before filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the registration statement, the Company will furnish to the Holder of the Registrable Securities covered by such registration statement and the underwriters, if any, draft copies of all such documents proposed to be filed at least five (5) Business Days prior thereto, which documents will be subject to the reasonable review of the Holder and underwriters, and the Company will not file any registration statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by reference) to which Holder of the Registrable Securities covered by such registration statement or the underwriters with respect to such Registrable Securities, if any, shall reasonably object, and will notify the Holder of the Registrable Securities of any stop order issued or threatened by the Commission in connection therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
b. prepare and file with the Commission such amendments and post-effective amendments to the registration statement as may be necessary to keep the registration statement effective for a period of 180 days if the registration is pursuant to Section 2 or until the securities first anniversary of the date hereof if the registration is pursuant to Section 3 (or such later date that results by adding the number of days by which the effectiveness of the registration statement is delayed as a result of any postponement permitted under subsections a through c of Section 5) or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold or for six (6withdrawn, but not before the expiration of the 90-day period referred to in Section 3(3) months after effectivenessof the Securities Act and Rule 174 thereunder, whichever is if applicable; cause the shorter 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 comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of time, disposition by the sellers thereof set forth in such registration statement or supplement to the prospectus; the Company shall:
(a) Promptly prepare and file shall not be deemed to have complied with the SEC its obligations hereunder to keep a registration statement with respect to effective during the applicable period if it voluntarily takes any action that would result in the selling Holder of the Registrable Securities being prevented from selling such Common Stock and use all reasonable efforts to cause Registrable Securities during that period unless such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject action is required under applicable law;
c. furnish to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(b) Prepare and file with the SEC such amendments to Holder of Registrable Securities included in such registration statement and supplements to the prospectus contained therein as may be necessary to keep underwriter or underwriters, if any, without charge, such number of conformed copies of the registration statement effective;
(c) Furnish to the Lender and to the underwriters of the securities being registered any post-effective amendment thereto and such reasonable number of copies of the registration statement, prospectus (including each preliminary prospectus) and any amendments or supplements thereto, final prospectus and such other any documents incorporated by reference therein, as such underwriters the Holder or underwriter may reasonably request in order to facilitate the public offering disposition of such securities;
the Registrable Securities being sold by the Holder (d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender may reasonably request within twenty (20) days prior to the original filing of such registration statement, except it being understood that the Company shall not for consents to the use of the prospectus and any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualifiedamendment or supplement thereto, and except that provided by the Company shall not be required to so register the Holder of Registrable Securities covered by the registration statement and the underwriter or qualify underwriters, if any, in more than twenty (20) such jurisdictions if in connection with the good faith judgment offering and sale of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lender, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender promptly of any request Registrable Securities covered by the SEC for the amending prospectus or supplementing of such any amendment or supplement thereto); PROVIDED, HOWEVER, THAT before filing a registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements thereto, the Company will furnish to one counsel selected by the Holder copies of all documents proposed to be filed which documents will be subject to the review of such counsel;
d. notify the Holder of Registrable Securities included in such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(h) Prepare and promptly file with the SEC and promptly notify the Lender of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifstatement, at the any time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event shall have occurred as the a result of which any the prospectus included in such prospectus or any other prospectus registration statement (as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not commenteffect) contains any 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; (d) the description in the registration statement or case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or supplement thereto omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
e. use reasonable diligence to cause all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate Registrable Securities included in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required registration statement to be described in listed, by the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments date of the character required first sale of Registrable Securities pursuant to such registration statement, on each securities exchange (including, for this purpose, The New York Stock Exchange) on which the Common Stock of the Company is then listed or proposed to be described in listed, if any;
f. make generally available to its security holders an earnings statement satisfying the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to provisions of Section 11(a) of the Securities Act no later than forty-five days after the end of the twelve-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, which are not described earnings statement shall cover said twelve-month period, which requirement will be deemed to be satisfied if the Company timely files complete and filed 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 as required; and (ii) use all soon as feasible;
g. make every reasonable efforts effort to obtain letters dated on the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible moment;
h. if reasonably requested by the managing underwriter or underwriters or the Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such effective dateinformation as the managing underwriter or underwriters or the Holder requests to be included therein, including without limitation, with respect to the number of Registrable Securities being sold by the Holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and any other terms of the underwritten offering of such Registrable Securities, and promptly make all required filings of such closing dateprospectus supplement or post-effective amendment;
i. as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement, if any, from the independent certified public accountants deliver a copy of the Company, addressed such document to the Holder of Registrable Securities covered by such registration statement;
j. on or before the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the Holder of Registrable Securities included in such registration statement, the underwriter or underwriters, if any, and to their counsel, in connection with the Lender, stating that they are independent certified public accountants within the meaning registration or qualification of the Registrable Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the prospectus United States as the Holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any amendment and all other acts or supplement thereto comply things necessary or advisable to enable the disposition in all material respects such jurisdictions of the Registrable Securities covered by the applicable 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 in any such jurisdiction where it is not then so subject;
k. cooperate with the applicable accounting requirements Holder of the Registrable Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to covered by the registration statement and prospectusthe managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the Lender managing underwriter or underwriters, if any, or the Holder may request, subject to the underwriters' obligation to return any certificates representing securities not sold;
l. use reasonable diligence to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such securities;
m. enter into such customary agreements (including an underwriting agreement in customary form) and take all such other reasonable actions as the Holder or the underwriters retained by the Holder, reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities;
n. make available for inspection by the Inspectors such 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 Records reasonably requested by any such Inspector in connection with such registration statement; PROVIDED, HOWEVER, THAT with respect to any Records that are confidential, the Inspectors shall execute such confidentiality agreements as the Company may reasonably request in order to maintain the confidentiality of confidential Records; and
o. use reasonable diligence in connection with any underwritten offering to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters may reasonably request. The Holder, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection d of this Section 9, will forthwith discontinue disposition of the Registrable Securities until the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection d of this Section 9 or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, the Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies in their possession or control, other than permanent file copies then in the Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice, the time periods mentioned in subsection b of this Section 9 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subsection d of this Section 9 hereof or the notice that they may resume use of the prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
Registration Proceedings. If and whenever the Company is required by the provisions of Sections 8.1 12.1 and 8.2 12.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall:
(a) Promptly prepare and file with the SEC a registration statement with respect to such Common Stock and use all reasonable efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 12.2 hereof;
(b) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(c) Furnish to the Lender each participating Holder and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender participating Holders may reasonably request within twenty (20) days prior to the original filing of such registration statement, except that the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lendereach participating Holder, promptly after it the Company shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender each participating Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lendera participating Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender such Holder and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lendersuch Holder;
(h) Prepare and promptly file with the SEC and promptly notify the Lender each participating Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender a participating Holder or any underwriter for the Lender a Holder is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lendereach participating Holder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender a participating Holder shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender a participating Holder (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lendereach participating Holder, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.not
Appears in 1 contract
Samples: Warrant Agreement (Female Health Co)
Registration Proceedings. If and whenever the Company is required by the provisions of Sections 8.1 and 8.2 hereof this Agreement to use its best efforts to effect or cause the registration of the Common Stock any Registrable Securities under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of timeAct as provided in this Agreement, the Company shall, as expeditiously as possible:
(a) Promptly prepare and file with the SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with respect the intended method of disposition thereof, which form (i) shall be selected by the Company and (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to such Common Stock 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, and the Company shall use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after (provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, the filing thereof Company will furnish to one counsel for the Holders participating in the planned offering (selected by the Major Holder) and the underwriters, if any, copies of all such documents proposed to remain effectivebe filed (including all exhibits thereto), which documents will be subject to the Company's right to withdraw reasonable review and reasonable comment of such counsel, and the Company shall not file any registration contemplated statement or amendment thereto or any prospectus or supplement thereto to which the holders of a majority of the Registrable Securities covered by Section 8.2 hereofsuch registration statement or the underwriters, if any, shall reasonably object in writing);
(b) Prepare prepare and file with the SEC such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement effectiveeffective for such period (which shall not be required to exceed 150 days in the case of a registration pursuant to Section 2.1 or 120 days in the case of a registration pursuant to Section 2.2) as any seller of Registrable Securities pursuant to such registration statement shall request 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 in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;
(c) Furnish furnish, without charge, to the Lender each seller of such Registrable Securities and to the underwriters each underwriter, if any, of the securities being registered covered by such reasonable registration statement such number of copies of the such registration statement, each amendment and supplement thereto (in each case including all exhibits), and the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act, final prospectus and such other documents documents, as such underwriters seller and underwriter may reasonably request in order to facilitate the public offering of such securities;sale or other
(d) Use all reasonable use its best efforts to register or qualify the securities Registrable Securities covered by such registration statement under such state other securities or "Blue Skyblue sky" laws of such jurisdictions as the Lender may any sellers of Registrable Securities or any managing underwriter, if any, shall reasonably request within twenty (20) days prior in writing, and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers or underwriters, if any, to consummate the original filing disposition of the Registrable Securities in such registration statementjurisdictions, except that in no event shall the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein where it is not would not, but for the requirements of this paragraph (d), be required to be so qualified, and except that the Company shall not be required to so register subject itself to taxation in any such jurisdiction or qualify to consent to general service of process in more than twenty (20) any such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;jurisdiction.
(e) Notify the Lender, promptly after it shall receive notice thereof, of the time when notify each Holder selling Registrable Securities covered by such registration statement has become and each managing underwriter, if any: (i) when the supplement statement, any pre-effective amendment, the prospectus or a supplement to any prospectus forming a part of such supplement related thereto or post-effective amendment to the registration statement has been filed;
filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (fii) Notify the Lender promptly of any request by the SEC or state securities authority for amendments or supplements to the amending or supplementing of such registration statement or the prospectus related thereto or for additional information;
; (giii) Prepare and file with the SEC, promptly upon the request of the Lender, issuance by the SEC of any amendments or supplements to such stop order suspending the effectiveness of the registration statement or prospectus which, the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the opinion registration statement, the prospectus related thereto or any document incorporated therein by reference containing an untrue statement of counsel for the Lender and counsel for the underwriter a material fact or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(h) Prepare and promptly file with the SEC and promptly notify the Lender of the filing of such amendment or supplement omitting to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when state a prospectus relating to such securities is material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated by Section 3 below cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered under to the Securities Actpurchasers of such Registrable Securities, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would shall 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 in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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 in the light of the circumstances under which they were made not misleading; ;
(df) comply with all applicable rules and regulations of the description in SEC, and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement or prospectus or (and in any amendment or supplement thereto of event within 16 months thereafter), an earnings statement
(i) cause all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required Registrable Securities covered by such registration statement to be described in listed on the registration statement principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use if no similar securities are then so listed, to either cause all reasonable efforts such Registrable Securities to obtain letters dated be listed on a national securities exchange or to secure designation of all such Registrable Securities as a National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") "national market system security" within the meaning of Rule 11Aa2-1 of the SEC or, failing that, secure NASDAQ authorization for such shares and, without limiting the generality of the foregoing, take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the managing underwriter's arranging for the registration of at least two market makers as such with respect to such shares with the National Association of Securities Dealers, Inc. ("NASD");
(h) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date, and date of such closing dateregistration statement;
(i) enter into such customary agreements (including, if anyapplicable, an underwriting agreement) and take such other actions as the Holders of a majority of the Registrable Securities or the Major Holder participating in such offering shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. The Holders of the Registrable Securities which are to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters and which are of the type customarily provided to institutional investors in secondary offerings;
(j) obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent certified public accountants of the Companyin customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, addressed which opinion and letter shall be reasonably satisfactory to the underwriters, if any, and to the LenderMajor Holder participating in such offering, stating that they are independent certified public accountants within and furnish to each Holder participating in the meaning offering and to each underwriter, if any, a copy of such opinion and letter addressed to such Holder (in the case of the Securities Act opinion) and dealing with such matters as underwriter (in the case of the opinion and the "cold comfort" letter);
(k) deliver promptly to the Major Holder and counsel for the selling Holders participating in the offering and each underwriter, if any, copies of all correspondence between the
(l) use its best efforts to obtain promptly the withdrawal of any order suspending the effectiveness of the registration statement;
(m) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;
(n) make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters may request, or, if (taking into account the offering is not underwritten, stating that needs of the Company's businesses and the requirements of the marketing process) in the opinion marketing of such accountants, the financial statements and other financial data pertaining Registrable Securities in any underwritten offering;
(o) promptly prior to the Company included in filing of any document which is to be incorporated by reference into the registration statement or the prospectus or any amendment or supplement thereto comply (after the initial filing of such registration statement) provide copies of such document to counsel for the selling Holders of Registrable Securities and to each managing underwriter, if any, and make the Company's representatives reasonably available for discussion of such document and make such changes in all material respects with such document concerning the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect selling Holders prior to the registration and with respect to which filing thereof as counsel for such opinion is being given as the Lender selling Holders or underwriters may reasonably request; such letter from ;
(p) furnish to each Holder participating in the independent certified public accountants shall additionally cover such other financial mattersoffering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto, including information as financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(q) cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the period ending underwriters or, if not more than five (5) an underwritten offering, in accordance with the instructions of the selling Holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and The Company may require as a condition precedent to the date Company's obligations under this Section 2.4 that each seller of Registrable Securities as to which any registration is being effected furnish the Company such information regarding such seller and the distribution of such lettersecurities as the Company may from time to time reasonably request provided that such information shall be used only in connection with such registration. Each Holder of Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of paragraph (e) of this Section 2.4, with respect such Holder will discontinue such Holder's disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4 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 Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event the Company shall give any such notice, the applicable period mentioned in paragraph (b) of this Section 2.4 shall be extended by the number of days during such period from and prospectusincluding the date of the giving of such notice to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4. If any such registration statement or comparable statement under "blue sky" laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company, as advised by counsel, required by the Lender may reasonably requestSecurities Act or any similar federal statute or any state "blue sky" or securities law then in force, the deletion of the reference to such Holder.
Appears in 1 contract
Samples: Registration Rights Agreement (Hollywood Theaters Inc)
Registration Proceedings. If and whenever Whenever any Registrable Securities are to be registered pursuant to Sections 2 or 3 of this Agreement, the Company is required by the provisions of Sections 8.1 and 8.2 hereof will use reasonable diligence to effect the registration of such Registrable Securities in accordance with the Common Stock under the Securities Actintended method of disposition thereof as quickly as practicable. In connection with any Piggyback Registration, until the securities covered by such registration statement have been sold Demand Registration or for six (6) months after effectiveness, whichever is the shorter period of timeExcess Demand Registration, the Company shallwill act as expeditiously as possible to:
(a) Promptly a. prepare and file with the SEC Commission a registration statement with respect to such Common Stock which includes the Registrable Securities and use all reasonable efforts diligence to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to notify the Company's right to withdraw Holders of such Registrable Securities and any registration contemplated by Section 8.2 hereof;
(b) Prepare managing underwriter of such effectiveness, and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;effective for the period specified in Section 9.
(c) Furnish to b. Before filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the Lender and to the underwriters of the securities being registered such reasonable number of copies initial filing of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order the Company will furnish to facilitate the public offering Holders of such securities;
(d) Use all reasonable efforts to register or qualify the securities Registrable Securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender may reasonably request within twenty (20) days prior to the original filing of such registration statement, except that the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lender, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(h) Prepare and promptly file with the SEC and promptly notify the Lender of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and draft copies of all such documents proposed to be filed at least five (5) Business Days prior thereto, which documents will be subject to the Lenderreasonable review of the Holders and underwriters, which shall contain such opinions as are customary in an underwritten public offering, or, if and the offering is Company will not underwritten, shall state that such file any registration statement has become effective under the Securities Act and that or amendment thereto or any prospectus or any supplement thereto (or substantially to the effect that): (aincluding such documents incorporated by reference) to which the best Holders of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements a majority of the Registrable Securities Act and applicable rules and regulations of the SEC thereunder (except that covered by such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as underwriters with respect to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing dateRegistrable Securities, if any, from the independent certified public accountants shall reasonably object, and will notify each Holder of the Company, addressed Registrable Securities of any stop order issued or threatened by the Commission in connection therewith and take all reasonable actions required to prevent the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion entry of such accountants, the financial statements and other financial data pertaining stop order or to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.remove it if entered;
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
Registration Proceedings. If and whenever the Company is required by the provisions of Sections 8.1 and 8.2 hereof subsections (a) through (f) above to effect the registration of the Common Stock Conversion Shares under the Securities Act, until the securities covered by such registration statement have been sold or for six nine (69) months after effectiveness, whichever is the shorter period of time, the Company shall:
(ai) Promptly prepare Prepare and file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender Holder and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws Sky Laws of such jurisdictions as the Lender Holder may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(ev) Notify the LenderHolder, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Actcontrary, the Company will prepare and file such supplements shall not be required to amend, supplement, or amendments update a prospectus contained in a Demand Registration or Piggyback Registration if to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply do so would result in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior an unduly burdensome expense to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.
Appears in 1 contract
Samples: Senior Secured Convertible Note Purchase Agreement (Lithium Technology Corp)
Registration Proceedings. If and whenever the Company is required by the provisions of Sections 8.1 and 8.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company shall:
(a) Promptly prepare and file with the SEC a registration statement with respect to such Common Stock and use all reasonable efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(b) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(c) Furnish to the Lender and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "_Blue Sky" laws of such jurisdictions as the Lender may reasonably request within twenty (20) days prior to the original filing of such registration statement, except that the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lender, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(h) Prepare and promptly file with the SEC and promptly notify the Lender of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably request.
Appears in 1 contract
Registration Proceedings. If and whenever In connection with the Company's obligations with respect to a Demand Registration pursuant to Section 10.1 hereof, the Company is required by the provisions of Sections 8.1 and 8.2 hereof shall use its commercially reasonable best efforts to effect or cause the registration or qualification of the Common Stock Underlying Shares and/or Restricted Shares under the Securities ActAct and applicable state securities laws to permit the sale of such Underlying Shares and/or Restricted Stock by the Holders thereof in accordance with the intended method of distribution thereof (if such distribution is possible), until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of timeand pursuant thereto, the Company shall:
(a) Promptly prepare and and, within 30 days after receipt of the request pursuant to Section 10.1 hereof, file with the SEC Commission a registration statement or registration statements with respect to such Common a Demand Registration on any form which may be utilized by Stock and which shall permit the disposition of the Underlying Shares and/or Restricted Stock in accordance with the intended method or methods thereof, and use all its commercially reasonable best efforts to cause such registration statement or registration statements to become effective as soon expeditiously as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereofpossible;
(b) Prepare prepare and file with the SEC Commission such amendments to such registration statement and supplements to a registration statement or statements hereunder and the prospectus contained therein used in connection therewith as may be necessary to keep maintain the effectiveness of such registration statement effectivefor the applicable period specified in Section 10.1 hereof, and comply in all material respects with the provisions of the Securities Act and applicable state securities laws with respect to the disposition of all of the Underlying Shares and/or Restricted Stock to be included in such registration statement during such applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the registration statement;
(c) Furnish provide the Holders of the Underlying Shares and/or Restricted Stock to the Lender be included in a registration statement hereunder and to the underwriters (which term, for purposes of this Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), if any, of the securities being registered sold and counsel for such underwriters and not more than one counsel for such Holders the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment or supplement thereto; and make available for inspection by such Persons such financial and other information, books and records of the Company, and cause the officers, directors and employees of the Company, and counsel and independent certified public accountants for the Company, to respond to such inquiries, as shall be reasonably necessary, in the opinion of the respective counsel to such Holders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act;
(d) promptly notify the selling Holders of Underlying Shares and/or Restricted Stock to be included in a registration statement hereunder and the managing underwriters, if any, of the securities being sold and (if requested by any such Person) confirm such advice in writing, (i) when such registration statement, the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission for amendments or supplements to such registration statement or the prospectus or for additional or supplemental information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (iv) if at any time the representations and warranties of the Company contemplated by paragraph (k) below cease to be true and correct in all material respects, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Underlying Shares or Restricted Stock for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose, or (vi) at any time when a prospectus is required to be delivered under the Securities Act, of the happening of any event as a result of which such registration statement, prospectus, any prospectus supplement, or any document incorporated by reference in any of the foregoing contains 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 then existing;
(e) make reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement hereunder or any post-effective amendment thereto at the earliest practicable date;
(f) if requested by the managing underwriter or underwriters or the Majority Holders of the Underlying Shares and/or Restricted Stock being sold, promptly incorporate in a prospectus supplement or post-effective amendment such information as such managing underwriter or underwriters or such Majority Holders specify should be included therein relating to the sale of the Underlying Shares and/or Restricted Stock, including, without limitation, information with respect to the number of Underlying Shares and/or Restricted Stock being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Underlying Shares and/or Restricted Stock to be sold in such offering, except to the extent that the Company is advised in a written opinion of outside counsel that the inclusion of such information is reasonably likely to violate the federal securities laws; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(g) furnish to each Holder of Underlying Shares and/or Restricted Stock to be included in a registration statement hereunder and each underwriter, if any, of the securities being sold such number of copies of the such registration statement, preliminary prospectuseach such amendment and supplement thereto (in each case including all exhibits thereto), final the prospectus included in such registration statement and such other related documents as such underwriters Holder and underwriter, if any, may reasonably request in order to facilitate the public disposition of the Underlying Shares and/or Restricted Stock owned by such Holder; the Company consents to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of Underlying Shares and/or Restricted Stock and the underwriters in connection with the offering and sale of such securitiesthe Underlying Shares and/or Restricted Stock covered by the prospectus or any supplement or amendment thereto;
(dh) Use all use its commercially reasonable best efforts to (i) register or qualify the securities covered by such Underlying Shares and/or Restricted Stock to be included in a registration statement hereunder under such state other securities laws or "Blue Sky" Sky laws of such jurisdictions as the Lender may reasonably request within twenty (20) days prior to the original filing any Holder of such Warrants, Underlying Shares and/or Restricted Stock and each underwriter, if any, of the securities being sold shall reasonably request, (ii) keep such registrations or qualifications in effect for so long as the registration statementstatement remains in effect and (iii) take any and all such actions as may be reasonably necessary or advisable to enable such Holder and underwriter, except if any, to consummate the disposition in such jurisdictions of such Underlying Shares and/or Restricted Stock owned by such Holder in accordance herewith; provided, however, that the Company shall not be required for any such purpose be required to (1) qualify generally to do business as a foreign corporation in any jurisdiction wherein it is would not so qualified, and except that the Company shall not otherwise be required to so register qualify but for the requirements of this paragraph (h) or qualify (2) consent to general service of process in more than twenty (20) any such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offeringjurisdiction;
(ei) Notify the Lender, promptly after it shall receive notice thereof, use its best efforts to cause all of the time when Underlying Shares and/or Restricted Stock that are to be included in a registration statement hereunder 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 or Holders thereof to consummate the disposition of such Underlying Shares and/or Restricted Stock in accordance herewith;
(j) cooperate with the Holders of the Underlying Shares and/or Restricted Stock to be included in a registration statement hereunder and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Underlying Shares and/or Restricted Stock to be sold and not bearing any restrictive legends; and, in the case of an underwritten offering, enable such Underlying Shares and/or Restricted Stock to be in such denominations and registered in such names as the managing underwriters may request at least two Business Days prior to any sale of the Underlying Shares and/or Restricted Stock;
(k) enter into such customary agreements (including an underwriting agreement, in the event that the shares to be included are to be distributed by means of an underwritten public offering) and take such other actions in connection therewith as the Majority Holders of the Underlying Shares and/or Restricted Stock to be included in a registration statement hereunder shall reasonably request in order to expedite or facilitate the disposition of such Underlying Shares and/or Restricted Stock in accordance herewith and in such connection, whether or not an underwriting agreement is entered into and whether or not the disposition is an underwritten offering, (i) make such representations, warranties and indemnities to the Holders of such Underlying Shares and/or Restricted Stock and the underwriters, if any, in form, substance and scope as are customarily made in an underwritten offering; (ii) obtain an opinion of counsel to the Company in customary form and covering such matters of the type customarily covered by such opinion as the Holders of the Underlying Shares and/or Restricted Stock to be included in such registration statement has become and the underwriters, if any, may reasonably request, addressed to the selling Holders and the underwriters, if any, and dated the effective or a supplement to any prospectus forming a part date of such registration statement has been filed;
and dated the effective date of a post-effective amendment to the registration statement, if such is filed (for, if such registration statement covers an underwritten offering, dated the date of the closing as specified in the underwriting agreement); (iii) Notify obtain a "cold comfort" or procedures letter from the Lender promptly independent certified public accountants of any request by the SEC for Company addressed to the amending or supplementing selling Holders of Underlying Shares and/or Restricted Stock and to the underwriters, if any, dated the effective date of such registration statement and dated the effective date of a post-effective amendment to the registration statement, if such is filed (and, if such registration statement covers an underwritten offering, dated the date of the closing as specified in the underwriting agreement), such letter to be in customary form and covering such matters of the type customarily covered by such letter; and (iv) deliver such documents and certificates as may be reasonably requested by the Majority Holders of the Underlying Shares and/or Restricted Stock being sold and the managing underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement or prospectus or for additional informationother agreement entered into by the Company;
(gl) Prepare otherwise use its commercially reasonable best efforts to comply with all applicable rules and file with the SEC, promptly upon the request regulations of the LenderCommission, any amendments or supplements and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission thereunder;
(m) provide a transfer agent and registrar for all Underlying Shares and/or Restricted Stock registered pursuant to such registration statement or prospectus whichand a CUSIP number for all such Underlying Shares and/or Restricted Stock, in each case not later than the opinion effective date of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;such registration; and
(hn) Prepare use its commercially reasonable best efforts to have the Underlying Shares and/or Restricted Stock listed, subject to notice, on The Nasdaq Stock Market or other applicable national securities exchange as the Company shall determine to be appropriate. Upon the occurrence of any event contemplated by paragraph (d) above, the Company shall, as soon as reasonably practicable, prepare and promptly file with the SEC and promptly notify the Lender of the filing of such amendment or supplement furnish to each Holder included in such registration statement or prospectus as may be necessary to correct any statements or omissions ifand underwriter, at the time when if any, a reasonable number of copies of a prospectus relating supplemented or amended so that, as thereafter delivered to such securities is required to be delivered under the Securities Actpurchasers of the Underlying Shares and/or Restricted Stock, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include shall not contain 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 in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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 in light of the circumstances then existing. Each Holder of Underlying Shares and/or Restricted Stock agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (d) hereof, such Holder shall forthwith discontinue the description in the registration statement or prospectus or any amendment or supplement thereto disposition of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect Underlying Shares and/or Restricted Stock pursuant to the registration statement and applicable to such Warrants, Underlying Shares and/or Restricted Stock until such Holder receives copies of such amended or supplemented registration statement or prospectus, as and, if so directed by the Lender may reasonably requestCompany, such Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Underlying Shares and/or Restricted Stock at the time of receipt of such notice.
Appears in 1 contract
Registration Proceedings. If and whenever the Company Whenever PHT is required by the provisions of Sections 8.1 and 8.2 hereof this Section 5 to effect the registration of the Common Stock Registrable Securities under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of time, the Company PHT shall:
(ai) Promptly prepare Prepare and promptly file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the within 60 days of filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender Investor and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Investor and underwriters may reasonably request in order to facilitate the public offering of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" blue sky laws of such jurisdictions as the Lender Investor may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company PHT shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(ev) Notify the LenderInvestor, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender Investor promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender Investor of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for the Lender is contrary, PHT shall not be required to deliver amend, supplement, or update a prospectus at a time when the prospectus then contained in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such any registration statement and such prospectus or prospectuses as may be necessary if to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary do so would result in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially unduly burdensome expense to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably requestPHT.
Appears in 1 contract
Samples: Subscription Agreement (Performance Health Technologies Inc)
Registration Proceedings. If and whenever In connection with the Company is required by the provisions of Sections 8.1 and 8.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of timeRequired Registration, the Company shallwill act as expeditiously as possible to:
(a) Promptly a. prepare and file with the SEC Commission and all applicable state securities agencies a registration statement with respect to such Common Stock within the applicable period provided in Section 2 which includes the Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective as soon as practicable practicable; provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing thereof of the registration statement, the Company will furnish to the Holders of the Registrable Securities covered by such registration statement and the underwriters, if any, draft copies of all such documents proposed to remain effectivebe filed at least three (3) Business Days prior thereto, which documents will be subject to the Company's right to withdraw reasonable review of the Holders and underwriters, if any, and the Company will not file any registration contemplated statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by Section 8.2 hereofreference) to which the Holders of a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, with respect to such Registrable Securities, if any, shall reasonably object, and will notify each Holder of the Registrable Securities of any stop order issued or threatened by the Commission and any applicable state securities agencies in connection therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(b) Prepare b. prepare and file with the SEC Commission and any applicable state securities agencies such amendments and post-effective amendments to such the registration statement and supplements to the prospectus contained therein as may be necessary to keep the registration statement effective for such period until the initial Holder(s) of such Registrable Securities can distribute such Registrable Securities without regard to the volume limitations contained in Rule 144(d) under the Securities Act or such shorter period which will terminate when all Registrable Securities covered by such registration statement effectivehave been sold or withdrawn, but not before the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable; 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 comply with the provisions of the Securities Act and all applicable state securities laws applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to the prospectus;
(c) Furnish c. furnish to any Holder of Registrable Securities included in such registration statement and the Lender and to the underwriters underwriter or underwriters, if any, without charge, such number of conformed copies of the securities being registered registration statement and any post-effective amendment thereto (including exhibits) and such reasonable number of copies of the registration statement, prospectus (including each preliminary prospectus) and any amendments or supplements thereto, final prospectus and such other any documents incorporated by reference therein, as such underwriters Holder or underwriter may reasonably request in order to facilitate the public disposition of the Registrable Securities being sold by such Holder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto, provided by the Company to each Holder of Registrable Securities covered by the registration statement and the underwriter or underwriters, if any, in connection with the offering and sale of such securities;
(d) Use all reasonable efforts the Registrable Securities covered by the prospectus or any amendment or supplement thereto); provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to register or qualify counsel selected by the securities Holders of a majority of the Registrable Securities covered by such registration statement under such state securities or "Blue Sky" laws copies of all documents proposed to be filed which documents will be subject to the review of such jurisdictions as the Lender may reasonably request within twenty (20) days prior to the original filing counsel;
d. notify each Holder of Registrable Securities included in such registration statement, except that the Company shall not for at any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lender, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(h) Prepare and promptly file with the SEC and promptly notify the Lender of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event shall have occurred as the a result of which any the prospectus included in such prospectus or any other prospectus registration statement (as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not commenteffect) contains any 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; (d) the description in the registration statement or case of the prospectus or any amendment or supplement thereto preliminary prospectus, in light of all legal the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and governmental matters file with the Commission and all contracts applicable state securities agencies and other legal documents furnish a supplement or instruments described therein are accurate amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
e. use commercially reasonable efforts to cause all material respects; and (e) Registrable Securities included in such counsel does not know of any legal or governmental proceedings, pending or threatened, required registration statement to be described in listed, by the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments date of the character required first sale of Registrable Securities pursuant to such registration statement, on each securities exchange (including, for this purpose, The New York Stock Exchange) on which the Common Stock of the Company is then listed or proposed to be described in listed, if any;
f. make generally available to its security holders an earnings statement satisfying the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to provisions of Section 11(a) of the Securities Act no later than 45 days after the end of the twelve-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, which are not described earnings statement shall cover said twelve-month period, which requirement will be deemed to be satisfied if the Company timely files complete and filed 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 as required; soon as feasible;
g. make every reasonable effort to obtain the withdrawal of any stop order, or order suspending the effectiveness of the registration statement at the earliest possible moment;
h. if reasonably requested by the managing underwriter or underwriters or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or such Holder requests to be included therein, including without limitation, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and (ii) any other terms of the underwritten offering of such Registrable Securities, and promptly make all required filings of such prospectus supplement or post-effective amendment;
i. as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement, deliver a copy of such document to each Holder of Registrable Securities covered by such registration statement;
j. on or before the date on which the registration statement is declared effective, use all commercially reasonable efforts to obtain letters dated on such effective dateregister or qualify, and cooperate with the Holders of Registrable Securities included in such closing dateregistration statement, if any, from the independent certified public accountants of the Company, addressed to the underwriter or underwriters, if any, and to their counsel, in connection with the Lender, stating that they are independent certified public accountants within the meaning registration or qualification of the Registrable Securities Act covered by the registration statement for offer and dealing sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such Holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable 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 in any such jurisdiction where it is not then so subject;
k. cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such matters securities to be in such denominations and registered in such names as the underwriters managing underwriter or underwriters, if any, or such Holders may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining subject to the Company included in underwriters' obligation to return to such Holders any certificates representing securities not sold;
l. use commercially reasonable efforts to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the prospectus underwriter or underwriters, if any, to consummate the disposition of such securities;
m. deliver to the Holders and their counsel and the managing underwriter or underwriters, if any, copies of all correspondence related to the offering between the Commission, the Company and its counsel;
n. make available for inspection by the Inspectors such 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 respond to all reasonable inquiries from, and to supply all Records reasonably requested by, any amendment or supplement thereto comply such Inspector in all material respects connection with the applicable accounting requirements of the Securities Actsuch registration statement; such opinion of counsel shall additionally cover such legal matters provided, however, that with respect to any Records that are confidential, the Inspectors shall execute such confidentiality agreements as the Company may reasonably request in order to maintain the confidentiality of confidential Records. Notwithstanding the foregoing provisions of this Section 5, upon expiration of the period described in subsection b. of this Section 5 during which the Company is obligated to keep the registration and with respect statement effective, the Company shall have the right to deregister any Registrable Securities which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending have not more than five (5) business days been sold prior to such date. In addition, each Holder acknowledges that there may occasionally be times when the date Company must suspend the use of the prospectus included in such letter, with respect registration statement until such time as an amendment to the registration statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each Holder, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection d. of this Section 5, will forthwith discontinue disposition of the Registrable Securities until the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by the first sentence of this paragraph, subsection d. of this Section 5, or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies in their possession or control, other than permanent file copies then in the Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company will use commercially reasonable efforts to amend or supplement as necessary its registration statement to permit the Lender sale of the Registrable Securities to resume 90 days after it has given the notice referred to in the preceding sentence. If the Company shall give any such notice, the time periods mentioned in subsection b. of this Section 5 and elsewhere herein shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by the first sentence of this paragraph, subsection d. of this Section 5 hereof, or the notice that they may reasonably requestresume use of the prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
Registration Proceedings. If and whenever the Company Corporation is required by the provisions of Sections 8.1 and 8.2 hereof subsections (a) through (f) above to effect the registration of the Common Stock Warrant Shares under the Securities Act, until the securities covered by such registration statement have been sold or for six nine (69) months after effectiveness, whichever is the shorter period of time, the Company Corporation shall:
(ai) Promptly prepare Prepare and file with the SEC a registration statement with respect to such Common Stock securities and use all reasonable its best efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(bii) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(ciii) Furnish to the Lender Holder and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities;
(div) Use all reasonable its best efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws Sky Laws of such jurisdictions as the Lender Holder may reasonably request within twenty (20) days prior to following the original filing of such registration statement, except that the Company Corporation shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(ev) Notify the LenderHolder, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(fvi) Notify the Lender Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;; and
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(hvii) Prepare and promptly file with the SEC and promptly notify the Lender Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case . Notwithstanding any provision herein to the Lender or any underwriter for contrary, the Lender is Corporation shall not be required to deliver amend, supplement, or update a prospectus at contained in a time when the prospectus then Demand Registration or Piggyback Registration if to do so would result in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior an unduly burdensome expense to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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; (d) the description in the registration statement or prospectus or any amendment or supplement thereto of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect to the registration statement and prospectus, as the Lender may reasonably requestCorporation.
Appears in 1 contract
Registration Proceedings. If and whenever In connection with the Company is required by the provisions of Sections 8.1 and 8.2 hereof to effect the registration of the Common Stock under the Securities Act, until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of timeRequired Registration, the Company shallwill act as expeditiously as possible to:
(a) Promptly a. prepare and file with the SEC Commission and all applicable state securities agencies a registration statement with respect to such Common Stock within the applicable period provided in Section 2 which includes the Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective as soon as practicable practicable; provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing thereof of the registration statement, the Company will furnish to the Holder and the underwriters, if any, draft copies of all such documents proposed to remain effectivebe filed at least three (3) Business Days prior thereto, which documents will be subject to the Company's right to withdraw reasonable review of the Holder and underwriters, if any, and the Company will not file any registration contemplated statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by Section 8.2 hereofreference) to which the Holder or the underwriters, if any, with respect to the Holder's Registrable Securities covered by such registration statement, shall reasonably object, and will notify the Holder of any stop order issued or threatened by the Commission and any applicable state securities agencies in connection therewith and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;
(b) Prepare b. prepare and file with the SEC Commission and any applicable state securities agencies such amendments and post-effective amendments to such the registration statement and supplements to the prospectus contained therein as may be necessary to keep the registration statement effective for such period until the Holder can distribute such Registrable Securities without regard to the volume limitations contained in Rule 144(d) under the Securities Act or such shorter period which will terminate when all Registrable Securities covered by such registration statement effectivehave been sold or withdrawn, but not before the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable; 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 comply with the provisions of the Securities Act and all applicable state securities laws applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to the prospectus;
(c) Furnish c. furnish to the Lender Holder and to the underwriters underwriter or underwriters, if any, without charge, such number of conformed copies of the securities being registered registration statement and any post-effective amendment thereto (including exhibits) and such reasonable number of copies of the registration statement, prospectus (including each preliminary prospectus) and any amendments or supplements thereto, final prospectus and such other any documents incorporated by reference therein, as such underwriters the Holder or underwriter may reasonably request in order to facilitate the public offering disposition of such securities;
the Registrable Securities being sold by the Holder (d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender may reasonably request within twenty (20) days prior to the original filing of such registration statement, except it being understood that the Company shall not for consents to the use of the prospectus and any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualifiedamendment or supplement thereto, and except that provided by the Company shall not be required to so register the Holder with respect to the Registrable Securities covered by the registration statement and the underwriter or qualify underwriters, if any, in more than twenty (20) such jurisdictions if in connection with the good faith judgment offering and sale of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lender, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender promptly of any request Registrable Securities covered by the SEC for the amending prospectus or supplementing of such any amendment or supplement thereto); provided, however, that before filing a registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements thereto, the Company will furnish to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock selected by the LenderHolder copies of all documents proposed to be filed which documents will be subject to the review of such counsel;
(h) Prepare and promptly file with the SEC and promptly d. notify the Lender of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifHolder, at the any time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event shall have occurred as the a result of which any the prospectus included in such prospectus or any other prospectus registration statement (as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not commenteffect) contains any 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; (d) the description in the registration statement or case of the prospectus or any amendment or supplement thereto preliminary prospectus, in light of all legal the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and governmental matters file with the Commission and all contracts applicable state securities agencies and other legal documents furnish a supplement or instruments described therein are accurate amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
e. use commercially reasonable efforts to cause all material respects; and (e) Registrable Securities included in such counsel does not know of any legal or governmental proceedings, pending or threatened, required registration statement to be described in listed, by the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments date of the character required first sale of Registrable Securities pursuant to such registration statement, on each securities exchange (including, for this purpose, The New York Stock Exchange) on which the Common Stock of the Company is then listed or proposed to be described in listed, if any;
f. make generally available to its security holders an earnings statement satisfying the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to provisions of Section 11(a) of the Securities Act no later than 45 days after the end of the twelve-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, which are not described earnings statement shall cover said twelve-month period, which requirement will be deemed to be satisfied if the Company timely files complete and filed 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 as required; soon as feasible;
g. make every reasonable effort to obtain the withdrawal of any stop order, order suspending the effectiveness of the registration statement at the earliest possible moment;
h. if reasonably requested by the managing underwriter or underwriters or the Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or the Holder requests to be included therein, including without limitation, with respect to the number of Registrable Securities being sold by the Holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and (ii) any other terms of the underwritten offering of such Registrable Securities, and promptly make all required filings of such prospectus supplement or post-effective amendment;
i. as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement, deliver a copy of such document to the Holder of Registrable Securities covered by such registration statement;
j. on or before the date on which the registration statement is declared effective, use all commercially reasonable efforts to obtain letters dated on such effective dateregister or qualify, and cooperate with the Holder of Registrable Securities included in such closing dateregistration statement, if any, from the independent certified public accountants of the Company, addressed to the underwriter or underwriters, if any, and to their counsel, in connection with the Lender, stating that they are independent certified public accountants within the meaning registration or qualification of the Registrable Securities Act covered by the registration statement for offer and dealing with such matters sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the underwriters Holder or underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable 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 in any such jurisdiction where it is not then so subject;
k. cooperate with the Holder of Registrable Securities covered by the registration statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or the Holder may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining subject to the Company included in underwriters' obligation to return to the Holder any certificates representing securities not sold;
l. use commercially reasonable efforts to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the prospectus underwriter or underwriters, if any, to consummate the disposition of such securities;
m. deliver to the Holder and its counsel and the managing underwriter or underwriters, if any, copies of all correspondence related to the offering between the Commission, the Company and its counsel;
n. make available for inspection by the Inspectors such 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 respond to all reasonable inquiries from, and to supply all Records reasonably requested by, any amendment or supplement thereto comply such Inspector in all material respects connection with the applicable accounting requirements of the Securities Actsuch registration statement; such opinion of counsel shall additionally cover such legal matters provided, however, that with respect to any Records that are confidential, the Inspectors shall execute such confidentiality agreements as the Company may reasonably request in order to maintain the confidentiality of confidential Records. Notwithstanding the foregoing provisions of this Section 5, upon expiration of the period described in subsection b. of this Section 5 during which the Company is obligated to keep the registration and with respect statement effective, the Company shall have the right to de-register any Registrable Securities which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending have not more than five (5) business days been sold prior to such date. In addition, the date Holder acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus included in such letter, with respect registration statement until such time as an amendment to the registration statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Holder, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection d. of this Section 5, will forthwith discontinue disposition of the Registrable Securities until the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by the first sentence of this paragraph, subsection d. of this Section 5, or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, the Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company (at the Company's expense) all copies in their possession or control, other than permanent file copies then in the Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company will use commercially reasonable efforts to amend or supplement, as necessary, its registration statement to permit the Lender sale of the Registrable Securities to resume ninety (90) days after it has given the notice referred to in the preceding sentence. If the Company shall give any such notice, the time periods mentioned in subsection b. of this Section 5 and elsewhere herein shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by the first sentence of this paragraph, subsection d. of this Section 5 hereof, or the notice that they may reasonably requestresume use of the prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
Registration Proceedings. If and whenever In connection with the Company’s obligations with respect to a Demand Registration pursuant to Section 10.1 hereof, the Company is required by the provisions of Sections 8.1 and 8.2 hereof shall use its commercially reasonable best efforts to effect or cause the registration or qualification of the Common Stock Underlying Shares and/or Restricted Shares under the Securities ActAct and applicable state securities laws to permit the sale of such Underlying Shares and/or Restricted Stock by the Holders thereof in accordance with the intended method of distribution thereof (if such distribution is possible), until the securities covered by such registration statement have been sold or for six (6) months after effectiveness, whichever is the shorter period of timeand pursuant thereto, the Company shall:
(a) Promptly prepare and and, within 30 days after receipt of the request pursuant to Section 10.1 hereof, file with the SEC Commission a registration statement or registration statements with respect to such Common a Demand Registration on any form which may be utilized by Stock and which shall permit the disposition of the Underlying Shares and/or Restricted Stock in accordance with the intended method or methods thereof, and use all its commercially reasonable best efforts to cause such registration statement or registration statements to become effective as soon expeditiously as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereofpossible;
(b) Prepare prepare and file with the SEC Commission such amendments to such registration statement and supplements to a registration statement or statements hereunder and the prospectus contained therein used in connection therewith as may be necessary to keep maintain the effectiveness of such registration statement effectivefor the applicable period specified in Section 10.1 hereof, and comply in all material respects with the provisions of the Securities Act and applicable state securities laws with respect to the disposition of all of the Underlying Shares and/or Restricted Stock to be included in such registration statement during such applicable period in accordance with the intended methods of disposition by the Holders thereof set forth in the registration statement;
(c) Furnish provide the Holders of the Underlying Shares and/or Restricted Stock to the Lender be included in a registration statement hereunder and to the underwriters (which term, for purposes of this Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), if any, of the securities being registered sold and counsel for such underwriters and not more than one counsel for such Holders the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment or supplement thereto; and make available for inspection by such Persons such financial and other information, books and records of the Company, and cause the officers, directors and employees of the Company, and counsel and independent certified public accountants for the Company, to respond to such inquiries, as shall be reasonably necessary, in the opinion of the respective counsel to such Holders and such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act;
(d) promptly notify the selling Holders of Underlying Shares and/or Restricted Stock to be included in a registration statement hereunder and the managing underwriters, if any, of the securities being sold and (if requested by any such Person) confirm such advice in writing, (i) when such registration statement, the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission for amendments or supplements to such registration statement or the prospectus or for additional or supplemental information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (iv) if at any time the representations and warranties of the Company contemplated by paragraph (k) below cease to be true and correct in all material respects, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Underlying Shares or Restricted Stock for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose, or (vi) at any time when a prospectus is required to be delivered under the Securities Act, of the happening of any event as a result of which such registration statement, prospectus, any prospectus supplement, or any document incorporated by reference in any of the foregoing contains 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 then existing;
(e) make reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement hereunder or any post-effective amendment thereto at the earliest practicable date;
(f) if requested by the managing underwriter or underwriters or the Majority Holders of the Underlying Shares and/or Restricted Stock being sold, promptly incorporate in a prospectus supplement or post-effective amendment such information as such managing underwriter or underwriters or such Majority Holders specify should be included therein relating to the sale of the Underlying Shares and/or Restricted Stock, including, without limitation, information with respect to the number of Underlying Shares and/or Restricted Stock being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Underlying Shares and/or Restricted Stock to be sold in such offering, except to the extent that the Company is advised in a written opinion of outside counsel that the inclusion of such information is reasonably likely to violate the federal securities laws; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;
(g) furnish to each Holder of Underlying Shares and/or Restricted Stock to be included in a registration statement hereunder and each underwriter, if any, of the securities being sold such number of copies of the such registration statement, preliminary prospectuseach such amendment and supplement thereto (in each case including all exhibits thereto), final the prospectus included in such registration statement and such other related documents as such underwriters Holder and underwriter, if any, may reasonably request in order to facilitate the public disposition of the Underlying Shares and/or Restricted Stock owned by such Holder; the Company consents to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of Underlying Shares and/or Restricted Stock and the underwriters in connection with the offering and sale of such securitiesthe Underlying Shares and/or Restricted Stock covered by the prospectus or any supplement or amendment thereto;
(dh) Use all use its commercially reasonable best efforts to (i) register or qualify the securities covered by such Underlying Shares and/or Restricted Stock to be included in a registration statement hereunder under such state other securities laws or "Blue Sky" Sky laws of such jurisdictions as the Lender may reasonably request within twenty (20) days prior to the original filing any Holder of such Warrants, Underlying Shares and/or Restricted Stock and each, underwriter, if any, of the securities being sold shall reasonably request, (ii) keep such registrations or qualifications in effect for so long as the registration statementstatement remains in effect and (iii) take any and all such actions as may be reasonably necessary or advisable to enable such Holder and underwriter, except if any, to consummate the disposition in such jurisdictions of such Underlying Shares and/or Restricted Stock owned by such Holder in accordance herewith; provided, however, that the Company shall not be required for any such purpose be required to (1) qualify generally to do business as a foreign corporation in any jurisdiction wherein it is would not so qualified, and except that the Company shall not otherwise be required to so register qualify but for the requirements of this paragraph (h) or qualify (2) consent to general service of process in more than twenty (20) any such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offeringjurisdiction;
(ei) Notify the Lender, promptly after it shall receive notice thereof, use its best efforts to cause all of the time when Underlying Shares and/or Restricted Stock that are to be included in a registration statement hereunder 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 or Holders thereof to consummate the disposition of such Underlying Shares and/or Restricted Stock in accordance herewith;
(j) cooperate with the Holders of the Underlying Shares and/or Restricted Stock to be included in a registration statement hereunder and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Underlying Shares and/or Restricted Stock to be sold and not bearing any restrictive legends; and, in the case of an underwritten offering, enable such Underlying Shares and/or Restricted Stock to be in such denominations and registered in such names as the managing underwriters may request at least two Business Days prior to any sale of the Underlying Shares and/or Restricted Stock;
(k) enter into such customary agreements (including an underwriting agreement, in the event that the shares to be included are to be distributed by means of an underwritten public offering) and take such other actions in connection therewith as the Majority Holders of the Underlying Shares and/or Restricted Stock to be included in a registration statement hereunder shall reasonably request in order to expedite or facilitate the disposition of such Underlying Shares and/or Restricted Stock in accordance herewith and in such connection, whether or not an underwriting agreement is entered into and whether or not the disposition is an underwritten offering, (i) make such representations, warranties and indemnities to the Holders of such Underlying Shares and/or Restricted Stock and the underwriters, if any, in form, substance and scope as are customarily made in an underwritten offering; (ii) obtain an opinion of counsel to the Company in customary form and covering such matters of the type customarily covered by such opinion as the Holders of the Underlying Shares and/or Restricted Stock to be included in such registration statement has become and the underwriters, if any, may reasonably request, addressed to the selling Holders and the underwriters, if any, and dated the effective or a supplement to any prospectus forming a part date of such registration statement has been filed;
and dated the effective date of a post-effective amendment to the registration statement, if such is filed (for, if such registration statement covers an underwritten offering, dated the date of the closing as specified in the underwriting agreement); (iii) Notify obtain a “cold comfort” or procedures letter from the Lender promptly independent certified public accountants of any request by the SEC for Company addressed to the amending or supplementing selling Holders of Underlying Shares and/or Restricted Stock and to the underwriters, if any, dated the effective date of such registration statement and dated the effective date of a post-effective amendment to the registration statement, if such is filed (and, if such registration statement covers an underwritten offering, dated the date of the closing as specified in the underwriting agreement), such letter to be in customary form and covering such matters of the type customarily covered by such letter; and (iv) deliver such documents and certificates as may be reasonably requested by the Majority Holders of the Underlying Shares and/or Restricted Stock being sold and the managing underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement or prospectus or for additional informationother agreement entered into by the Company;
(g1) Prepare otherwise use its commercially reasonable best efforts to comply with all applicable rules and file with the SEC, promptly upon the request regulations of the LenderCommission, any amendments or supplements and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission thereunder;
(m) provide a transfer agent and registrar for all Underlying Shares and/or Restricted Stock registered pursuant to such registration statement or prospectus whichand a CUSIP number for all such Underlying Shares and/or Restricted Stock, in each case not later than the opinion effective date of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;such registration; and
(hn) Prepare use its commercially reasonable best efforts to have the Underlying Shares and/or Restricted Stock listed, subject to notice, on The Nasdaq Stock Market or other applicable national securities exchange as the Company shall determine to be appropriate. Upon the occurrence of any event contemplated by paragraph (d) above, the Company shall, as soon as reasonably practicable, prepare and promptly file with the SEC and promptly notify the Lender of the filing of such amendment or supplement furnish to each Holder included in such registration statement or prospectus as may be necessary to correct any statements or omissions ifand underwriter, at the time when if any, a reasonable number of copies of a prospectus relating supplemented or amended so that, as thereafter delivered to such securities is required to be delivered under the Securities Actpurchasers of the Underlying Shares and/or Restricted Stock, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include shall not contain 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 in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains any 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 in light of the circumstances then existing. Each Holder of Underlying Shares and/or Restricted Stock agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (d) hereof, such Holder shall forthwith discontinue the description in the registration statement or prospectus or any amendment or supplement thereto disposition of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described in the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments of the character required to be described in the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to the registration statement, which are not described and filed as required; and (ii) use all reasonable efforts to obtain letters dated on such effective date, and such closing date, if any, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion of such accountants, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to the period ending not more than five (5) business days prior to the date of such letter, with respect Underlying Shares and/or Restricted Stock pursuant to the registration statement and applicable to such Warrants, Underlying Shares and/or Restricted Stock until such Holder receives copies of such amended or supplemented registration statement or prospectus, as and, if so directed by the Lender may reasonably requestCompany, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering such Underlying Shares and/or Restricted Stock at the time of receipt of such notice.
Appears in 1 contract
Registration Proceedings. If and whenever S1 shall conduct all registration proceedings pursuant to this Agreement in accordance with the Company is required by the provisions of Sections 8.1 and 8.2 hereof following:
(1) S1 shall use its commercially reasonable efforts, but shall not be required, to effect the registration of the Common Stock under the Securities Actconduct an underwritten offering.
(2) If, until the securities covered by after it becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental authority, such registration shall not be deemed to have been sold effected unless such stop order, injunction or for six other order shall have been subsequently vacated or removed.
(63) months after effectivenessS1 shall, whichever is subject to the shorter period other relevant provisions of time, the Company shallthis Agreement:
(aA) Promptly prepare and file with the SEC a registration statement with respect to such Common Stock and use all its commercially reasonable efforts to cause such the registration statement to become effective ffective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereofthereof;
(bB) Prepare prepare and file with the SEC as promptly as is reasonably practicable (and in any event ithin 60 days after such amendment or supplement becomes necessary) such amendments to such registration statement and supplements to the prospectus registration statement contained therein as may be necessary to keep such registration statement effectiveeffective for the respective periods specified or until each Purchaser has completed the distribution described in such registration statement, whichever occurs first;
(cC) Furnish furnish to the Lender and to the underwriters of the securities being registered Purchasers such reasonable number of copies of the such registration statement, preliminary prospectus, final prospectus each mendment and such other documents supplement thereto as such underwriters they may reasonably request in order to facilitate the public offering of such securitiesrequest;
(dD) Use all use its commercially reasonable efforts to register or qualify such shares under the securities covered by such registration statement under such state blue sky or securities or banking laws ("Blue Sky" laws Sky Laws") of such jurisdictions as the Lender may Purchasers reasonably request within twenty (20) days prior and to keep such registrations and qualifications effective for a period of no less than one year following the original filing First Closing, or until Purchasers have completed the distribution of such registration statementshares, except that the Company shall not for any purpose be required to qualify whichever occurs first), and to do business as a foreign corporation any and all other acts and things that may be reasonably necessary or advisable to enable such Purchasers to consummate the disposition of such shares in any jurisdiction wherein it is not so qualifiedsuch jurisdictions; provided, and except however, that the Company shall S1 will not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment do any of the managing underwriter following: (i) qualify generally to do business in any jurisdiction where it would not be required but for this Section 5.10, (ii) subject itself to taxation in any such additional registrations jurisdiction, or qualifications would be unreasonably expensive or harmful (iii) file any general consent to the consummation service of the proposed offeringprocess in any such jurisdiction;
(eE) Notify promptly notify Purchasers at any time during the Lender, promptly after it shall receive notice thereofperiod that S1 is required to keep the registration statement effective, of the time when occurrence of any event as a result of which such registration statement has become effective contains an untrue statement of a material fact or omits any fact necessary to make the statements therein in the light of the circumstances under which they were made, not misleading, and prepare a supplement or amendment to any prospectus forming a part the registration statement so that, as thereafter delivered to the purchasers of such shares, the registration statement has been filed;
(f) Notify the Lender promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(h) Prepare and promptly file with the SEC and promptly notify the Lender of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading;
(iF) In case the Lender use commercially reasonable efforts to cause all such shares to be listed on Nasdaq or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus such other national exchange on which S1 Common Stock shall then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;listed; and
(jG) Advise provide a transfer agent and registrar (if S1 does not already have such an agent) for all such shares not later than the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness effective date of such registration statement statement.
(4) If, pursuant to this Section 5.10, S1 Common Stock owned by a Purchaser is included in a registration statement, then such Purchaser shall pay all transfer taxes, if any, relating to the sale of its S1 Common Stock, the fees and expenses of its own counsel, and its pro rata portion of any underwriting discounts or commissions or the initiation equivalent thereof.
(5) Except for the fees and expenses specified in paragraph (4) of this Section 5.10 and except as provided this paragraph (5), S1 shall pay all expenses incident to the registration and to S1's performance of or threatening compliance with this Agreement, including, without limitation, all SEC registration and filing fees, fees and expenses of compliance with Blue Sky Laws, underwriting discounts, fees, and expenses (other than a Purchaser's pro rata portion of any proceeding underwriting discounts or commissions or the equivalent thereof), printing expenses, messenger and delivery expenses, and fees and expenses of counsel for that purpose S1 and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;independent certified public accountants and other persons retained by S1.
(k6) Not file any amendment Each Purchaser (for the purposes of this paragraph (6), the "Indemnifying Person") agrees to indemnify and hold harmless S1, each of S1's officers and directors, and each person, if any, who controls or supplement to such registration statement or prospectus to which may control S1 within the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements meaning of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registrationthis paragraph (6), addressed to the underwritersS1, if anyits officers and directors, and any such other persons being referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonable attorneys' fees and disbursements, asserted against, resulting to, imposed upon, or incurred by such Indemnified Person, directly or indirectly (collectively, referred to for purposes of this paragraph (vii) and the Lendercorresponding provision of paragraph (viii) below in the singular as a "Claim" and in the plural as "Claims"), which shall contain such opinions as are customary in an underwritten public offeringbased upon, orarising out of, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not comment) contains resulting from any 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; (d) the description contained in the registration statement or prospectus any omission to state therein a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, to the extent that such Claim is based upon, arises out of or results from any amendment untrue statement or supplement thereto omission based upon information furnished to S1 by such Purchaser in a written document provided by such Purchaser for use in connection with the Registration Statement; provided that such Purchaser will not be liable in any such case to the extent that any such Claim arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement in reliance upon or in conformity with written information furnished to such Purchaser by S1 or an underwriter in connection with the registration statement specifically for use in the preparation thereof.
(7) S1 (for the purposes of this paragraph (7), the "Indemnifying Person") agrees to indemnify and old harmless the Purchasers and any underwriters participating in the distribution of S1 Common Stock pursuant to a registration statement (for the purposes of this paragraph (7), the Purchasers and any such other persons also being referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against all legal and governmental matters and all contracts and other legal documents Claims based upon, arising out of, or instruments described therein are accurate in all resulting from any untrue statement of a material respects; and (e) such counsel does not know of any legal or governmental proceedings, pending or threatened, required to be described fact contained in the registration statement or prospectus or any amendment or supplement thereto which are not described as requiredomission to state therein a material fact necessary in order to make the statement made therein, nor of any contracts or documents or instruments in the light of the character required circumstances under which they were made, not misleading, provided that S1 will not be liable in any such case to be described in the registration extent that any such Claim arises out of or results from any untrue statement or prospectus or amendment or supplement thereto or omission based upon information furnished to be filed as exhibits to S1 by any Purchaser in a written document provided by such Purchaser for use in connection with the registration statement.
(8) The indemnification set forth herein shall be in addition to any liability S1 or any Purchaser may otherwise have in connection with any registration of S1 Common Stock. Within a reasonable time after receiving definitive notice of any Claim in respect of which an Indemnified Person may seek indemnification under this Section 5.10, such Indemnified Person shall submit written notice thereof to such Indemnifying Person. The failure of the Indemnified Person so to notify the Indemnifying Person of any such Claim shall not relieve the Indemnifying Person from any liability it may have hereunder except to the extent that (a) such liability was caused or increased by such omission, or (b) the ability of the Indemnifying Person to reduce such liability was materially adversely affected by such omission. In addition, the omission of the Indemnified Person so to notify the Indemnifying Person of any such Claim shall not relieve the Indemnifying Person from any liability it may have otherwise than hereunder. The Indemnifying Person shall have the right to undertake, by counsel or representatives of its own choosing, the defense, compromise, or settlement (without admitting liability of the Indemnifying Person) of any such Claim asserted, such defense, compromise, or settlement to be undertaken at the expense and risk of the Indemnifying Person, and the Indemnified Person shall have the right to engage separate counsel, at its own expense, which are not described counsel for the Indemnifying Person shall keep informed and filed as required; and (ii) use all consult with in a reasonable efforts manner. In the event the Indemnifying Person shall fail to obtain letters dated on undertake such effective datedefense by its own representatives, the Indemnifying Person shall give prompt written notice of such election to the Indemnified Person, and such closing datethe Indemnified Person shall undertake the defense, if anycompromise, from the independent certified public accountants or settlement (without admitting liability of the CompanyIndemnified Person) thereof on behalf of and for the account and risk of the Indemnifying Person by counsel or other representatives designated by the Indemnified Person. In the event that any Claim shall arise out of a transaction or cover any period or periods wherein S1 and any Purchaser shall each be liable hereunder for part of the liability or obligation arising therefrom, addressed to then the underwritersparties shall, if anyeach choosing its own counsel and bearing its own expenses, defend such Claim, and to the Lender, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, stating that in the opinion no settlement or compromise of such accountantsClaim may be made without the joint consent or approval of S1 and such Purchaser. Notwithstanding the foregoing, the financial statements and other financial data pertaining to the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act; such opinion of counsel no Indemnifying Person shall additionally cover such legal matters be obligated hereunder with respect to amounts paid in settlement of any Claim if such settlement is effected without the registration and consent of such Indemnifying Person (which consent shall not be unreasonably withheld).
(9) If the indemnification provided for in this Section 5.10 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party (as defined in either paragraph (6) or (7)) with respect to which any Claim, then such opinion is being given Purchaser or S1, as applicable and as the Lender case may reasonably request; such letter from the independent certified public accountants be (each an "Indemnifying Party"), in lieu of indemnifying an Indemnified Party hereunder, shall additionally cover such other financial matters, including information as contribute to the period ending not more than five (5) business days prior to the date amount paid or payable by such Indemnified Party as a result of such letter, Claim in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with respect to the registration statement and prospectus, as the Lender may reasonably requeststatements or omissions which resulted in such claim.
Appears in 1 contract
Samples: Stock Purchase Agreement (Security First Technologies Corp)
Registration Proceedings. If and whenever Whenever any Registrable Securities are to be registered pursuant to this Agreement, the Company is required will act as expeditiously as possible to:
(a) prepare and file with the Commission a registration statement which includes the Registrable Securities and use reasonable diligence to cause such registration statement to become effective; PROVIDED, that before filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the registration statement, the Company will furnish to the Holder and the underwriters, if any, draft copies of all such documents proposed to be filed at least five (5) Business Days prior thereto, which documents will be subject to the reasonable review of the Holder and such underwriters, and the Company Will not file any registration statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by reference) to which the Holder or the underwriters with respect to such Registrable Securities, if any, shall reasonably object, and will notify the Holder of any stop order issued or threatened by the provisions Commission in connection therewith and take all reasonable actions required to prevent the entry of Sections 8.1 such stop order or to remove it if entered;
(b) prepare and 8.2 hereof file with the Commission such amendments and post-effective amendments to effect the registration statement as may be necessary to keep the registration statement effective for a period of the Common Stock under the 180 days (or such shorter period which will terminate when all Registrable Securities Act, until the securities covered by such registration statement have been sold or for six (6withdrawn, but not prior to the expiration of the 9O-day period referred to in Section 3(3) months after effectivenessof the Securities Act and Rule 174 thereunder, whichever is if applicable); cause the shorter period of timeprospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Company shall:
(a) Promptly prepare Securities Act; and file comply with the SEC provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to the prospectus. The Company shall not be deemed to have complied with its obligations hereunder to keep a registration statement with respect to effective during the applicable period if it voluntarily takes any action that would result in the Holder being prevented from selling the Registrable Securities during that period unless such Common Stock and use all reasonable efforts to cause such registration statement to become effective as soon as practicable after the filing thereof and to remain effective, subject to the Company's right to withdraw any registration contemplated by Section 8.2 hereof;
(b) Prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effectiveaction is required under applicable law;
(c) Furnish furnish to the Lender Holder and to the underwriters underwriter or underwriters, if any, without charge, such number of conformed copies of the securities being registered registration statement and any post-effective amendment thereto and such reasonable number of copies of the registration statement, prospectus (including each preliminary prospectus) and any amendments or supplements thereto, final prospectus and any documents incorporated by reference therein, as the Holder or such other documents as such underwriters underwriter may reasonably request in order to facilitate the public disposition of the Registrable Securities being sold by the Holder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto, provided by the Company to the Holder and the underwriter or underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto); PROVIDED, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to one counsel selected by the Holder copies of all documents proposed to be filed which documents will be subject to the review of such securitiescounsel;
(d) Use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or "Blue Sky" laws of such jurisdictions as the Lender may reasonably request within twenty (20) days prior to the original filing of such registration statement, except that the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, and except that the Company shall not be required to so register or qualify in more than twenty (20) such jurisdictions if in the good faith judgment of the managing underwriter such additional registrations or qualifications would be unreasonably expensive or harmful to the consummation of the proposed offering;
(e) Notify the Lender, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(f) Notify the Lender promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;
(g) Prepare and file with the SEC, promptly upon the request of the Lender, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Lender and counsel for the underwriter or manager of the offering, are required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Common Stock by the Lender;
(h) Prepare and promptly file with the SEC and promptly notify the Lender of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifHolder, at the any time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event shall have occurred as the a result of which any the prospectus included in such prospectus or any other prospectus registration statement (as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(i) In case the Lender or any underwriter for the Lender is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act, the Company will prepare and file such supplements or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of the Securities Act;
(j) Advise the Lender, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
(k) Not file any amendment or supplement to such registration statement or prospectus to which the Lender shall reasonably have objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least two (2) business days prior to the filing thereof; and
(l) At the request of the Lender (i) use all reasonable efforts to obtain and furnish on the effective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Lender, which shall contain such opinions as are customary in an underwritten public offering, or, if the offering is not underwritten, shall state that such registration statement has become effective under the Securities Act and that (or substantially to the effect that): (a) to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (b) the registration statement, related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements, schedules or other financial or statistical data contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus or any amendment or supplement thereto (other than financial statements and schedules or financial and statistical data, as to which such counsel need not commenteffect) contains any 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; (d) the description in the registration statement or case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus will not contain any untrue statement of a material fact or supplement thereto omit to state a material fact necessary to make the statements therein, in light of all legal and governmental matters and all contracts and other legal documents or instruments described therein are accurate in all material respects; and the circumstances under which they were made, not misleading;
(e) use reasonable diligence to cause the Registrable Securities included in such counsel does not know of any legal or governmental proceedings, pending or threatened, required registration statement to be described in listed, by the registration statement or prospectus or any amendment or supplement thereto which are not described as required, nor of any contracts or documents or instruments date of the character required first sale of Registrable Securities pursuant to such registration statement, on each securities exchange (including, for this purpose, NASDAQ) on which the Common Stock of the Company is then listed or proposed to be described in listed, if any;
(f) make generally available to its security holders an earnings statement satisfying the registration statement or prospectus or amendment or supplement thereto or to be filed as exhibits to provisions of Section 11(a) of the Securities Act no later than 45 days after the end of the 12-month period beginning with the first day of the Company's first fiscal quarter commencing after the effective date of the registration statement, which are not described earnings statement shall cover such 12-month period, which requirement will be deemed to be satisfied if the Company timely files complete and filed 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 as required; and soon as feasible;
(iig) use all make every reasonable efforts effort to obtain letters dated on the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible moment;
(h) if reasonably requested by the managing underwriter or underwriters or the Holder, promptly incorporate in a prospectus supplement or post-effective amendment such effective dateinformation as the managing underwriter or underwriters or the Holder requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by the Holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and any other terms of the underwritten offering of such Registrable Securities, and promptly make all required filings of such closing dateprospectus supplement or post-effective amendment;
(i) as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement, if any, from the independent certified public accountants deliver a copy of the Company, addressed such document to the Holder;
(j) on or before the date on which the registration statement is declared effective, use reasonable diligence to register or qualify, and cooperate with the Holder, the underwriter or underwriters, if any, and to their counsel, in connection with the Lender, stating that they are independent certified public accountants within the meaning registration or qualification of the Registrable Securities Act covered by the registration statement for offer and dealing with such matters sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the underwriters Holder or such underwriter reasonably requests in writing, to use reasonable diligence to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the period such registration statement is required to be kept effective and to do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement; PROVIDED 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 in any such jurisdiction where it is not then so subject;
(k) cooperate with the Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or the Holder may request, orsubject to the underwriters' obligation to return any certificates representing securities not sold;
(l) use reasonable diligence to cause the Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities within the United States as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such securities;
(m) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other reasonable actions as the Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(n) make available for inspection by the Inspectors 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 Records reasonably requested by any such Inspector in connection with such registration statement; PROVIDED, that with respect to any Records that are confidential, the Inspectors shall execute such confidentiality agreements as the Company may reasonably request in order to maintain the confidentiality of confidential Records; and
(o) use reasonable diligence in connection with any underwritten offering to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters may reasonably request. The Holder, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (d) of this Section 6, will forthwith discontinue disposition of the Registrable Securities Until receipt by the Holder of the copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 6 or until it is not underwrittenadvised in writing by the Company that the use of the prospectus may be resumed, stating that and has received copies of any additional or supplemental filings which are incorporated by reference in the opinion of such accountantsprospectus, and, if so directed by the Company, the financial statements and other financial data pertaining Holder will, or will request the managing underwriter or underwriters, if any, to, deliver to the Company included (at the Company's expense) all copies in their possession or control, other than permanent file copies then in the registration statement or Holder's possession, of the prospectus or covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any amendment or supplement thereto comply such notice, the time periods mentioned in all material respects with subsection (b) of this Section 6 shall be extended by the applicable accounting requirements number of the Securities Act; such opinion of counsel shall additionally cover such legal matters with respect to the registration and with respect to which such opinion is being given as the Lender may reasonably request; such letter from the independent certified public accountants shall additionally cover such other financial matters, including information as to days during the period ending not more than five (5) business days prior to from and including the date of the giving of such letter, with respect notice to and including the registration statement and date when the Holder has received the copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 6 hereof or the notice that they may resume use of the prospectus, as the Lender may reasonably request.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
