Registration Requirements. Quinxxx xxxll use its best efforts to effect the registration of the Quinxxx Xxxres as would permit or facilitate the public sale or distribution of all the Quinxxx Shares by the Holders. Such best efforts by Quinxxx xxxll include the following: a. The filing by Quinxxx xx later than 52 days after the Closing Date of the Registration Statement with the Commission pursuant to Rule 415 under the Act on Form S-3 (or successor form) or such other appropriate registration form if Quinxxx xx ineligible to use Form S-3. b. Thereafter, using its best efforts to cause such Registration Statement to be declared effective by the Commission within 187 days following the Closing Date. c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation. d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to use its best efforts to cause such Registration Statement to again be declared effective by the Commission and maintained effective for a cumulative period of three months after the Effective Date. e. Prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement. f. Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Quinxxx Xxxres owned by them. g. Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that Quinxxx xxxll not be required in connection therewith or as a condition thereto to qualify to do business in any such states or jurisdictions. h. Notify each Holder of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. i. Cause all Quinxxx Xxxres registered pursuant to such Registration Statement to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Date. j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.
Appears in 1 contract
Registration Requirements. Quinxxx xxxll The Company shall use its best efforts to effect the registration of the Quinxxx Xxxres Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the public sale or distribution of all the Quinxxx Shares Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the HoldersHolder. Such best efforts by Quinxxx xxxll the Company shall include the following:
a. (a) The filing by Quinxxx xx later than 52 days Company shall, as expeditiously as reasonably possible after the Closing Date of the Registration Statement Date:
(i) But in any event within 45 days thereafter, prepare and file a registration statement with the Commission pursuant to Rule 415 4l5 under the Securities Act on Form S-3 under the Securities Act (or successor form) or such other appropriate registration form if Quinxxx xx in the event that the Company is ineligible to use Form S-3.
b. such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities ("Registration Statement") which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading. Such Registration Statement shall, in addition and without limitation, register (pursuant to Rule 416 under the Securities Act, or otherwise) such additional indeterminate number of Registrable Securities as shall be necessary to permit the full exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Purchase Price. Thereafter, using its best efforts to cause such Registration Statement to be declared effective by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Company shall use its best efforts to cause such Registration Statement and other filings to again be declared effective by as soon as possible, and in any event prior to 120 days following the Commission and maintained effective for Closing Date. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 150% of the number of Warrant Shares that are then issuable upon exercise of the Warrants, without regard to any limitation on the Investor's ability to convert the Preferred Stock or exercise the Warrants. The Company acknowledges that the number of shares initially included in the Registration Statement represents a cumulative period good faith estimate of three months after the Effective Datemaximum number of shares issuable upon exercise of the Warrants.
e. (ii) Prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Seller or Sellers thereof as set forth in the Registration Statement and notify the Holders of the filing and effectiveness of such Registration Statement and any amendments or supplements. In the event the number of shares available under a Registration Statement filed pursuant to this Agreement is insufficient to cover all of the Registrable Securities issued or issuable upon and exercise of the Warrants, the Company shall amend the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both, so as to cover all of the Registrable Securities, in each case, as soon as practicable, but in any event within twenty (20) business days after the necessity therefor arises (based on the market price of the Common Stock and other relevant factors on which the Company reasonably elects to rely). The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. The provisions of Section 2(b)(i) below shall be applicable with respect to such obligation, with the one hundred and twenty (120) days running from the day after the date on which the Company reasonably first determines (or reasonably should have determined) the need therefor.
f. (iii) Furnish to the Holders each Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such Holder may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres Registrable Securities owned by themsuch Holder and, in the case of the Registration Statement referred to in Section 2(a)(i), each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment). The Company will immediately notify each Investor by facsimile of the effectiveness of the Registration Statement or any post-effective amendment. The Company will promptly respond to any and all comments received from the SEC, with a view towards causing any Registration Statement or any amendment thereto to be declared effective by the SEC as soon as practicable and shall promptly file an acceleration request as soon as practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that the Registration Statement or any amendment thereto will not be subject to review.
g. Use its best efforts to register (a) Register and qualify qualify, or obtain an appropriate exemption from registration or qualification, the securities covered by such Registration Statement under such other securities or "Blue Sky Sky" laws of such jurisdictions as shall be reasonably requested by each Holder (b) prepare and file in those jurisdictions such supplements (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the Holderseffectiveness thereof, (c) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided that Quinxxx xxxll the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and shall not be required to register or qualify in any jurisdiction where such registration or qualification is not permitted or approved by such jurisdiction, following the Company's best efforts to obtain such permission or approval.
h. (v) Notify each Holder immediately of the happening of any event as a result of which the prospectus (including any supplements thereto or thereof) included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and use its best efforts to promptly update and/or correct such prospectus to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment to each Holder as such Holder may reasonably request.
i. Cause (vi) Notify each Holder immediately of the issuance by the Commission or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.
(vii) Permit a single firm of counsel, designated as Holders' counsel by a majority of the Registrable Securities included in the Registration Statement, to review the Registration Statement and all Quinxxx Xxxres registered pursuant amendments and supplements thereto within a reasonable period of time prior to each filing, and shall not file any document in a form to which such counsel reasonably objects and will not request acceleration of the Registration Statement without prior notice to such counsel. The sections of the Registration Statement covering information with respect to the Investors, the Investors beneficial ownership of securities of the Company or the Investors' intended method of disposition of Registrable Securities shall conform to the information provided to the Company by each of the Investors.
(viii) List the Registrable Securities covered by such Registration Statement to be listed on each with all securities exchange exchange(s) and/or markets on which similar securities issued by Quinxxx are the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the Common Shares are traded.
(ix) If applicable, take all steps necessary to enable Holders to avail themselves of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Act.
(x) The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (a) disclosure of such information is necessary to comply with federal or state securities laws, (b) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (c) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (d) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court of governmental body of competent jurisdiction or through other means, give prompt notice to such Investor prior to making such disclosure, and allow the Investor, at its expense, to undertake appropriate action to prevent disclosure of, or obtain a protective order for, such information.
(xi) The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the Effective Dateeffective date of the Registration Statement.
j. Provide a transfer agent (xii) The Company shall cooperate with the Investors who hold Registrable Securities being offered and registrar for all Quinxxx Shares registered the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends with respect to transferability) representing Registrable Securities to be offered pursuant to such the Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the managing underwriter or underwriters, if any, or the Investors may reasonably request and registered in such names as the managing underwriter or underwriters, if any, or the Investors may request, and, within three (3) business days after a CUSIP number Registration Statement which includes Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) an instruction in the form attached hereto as Exhibit 1 and an opinion of such counsel in the form attached hereto as Exhibit 2.
(xiii) At the reasonable request of the holders of a majority-in-interest of the Registrable Securities, the Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary in order to change the plan of distribution set forth in such Registration Statement.
(xiv) From and after the date of this Agreement, the Company shall not, and shall not agree to, allow the holders of any securities of the Company to include any of their securities in any Registration Statement under Section 2(a) hereof or any amendment or supplement thereto under Section 3(b) hereof without the consent of the holders of a majority-in-interest of the Registrable Securities. The Company shall take all such Quinxxx Sharesother reasonable actions necessary to expedite and facilitate disposition by the Investors of Registrable Securities pursuant to the Registration Statement. The registration required by this Agreement shall be effected by means of the same registration statement to be filed pursuant to the Registration Rights Agreement contemplated by the Convertible Preferred Stock Purchase Agreement dated as of June 26, 1998, between the Company and the persons and entities specified on Schedule I thereto.
(b) Set forth below in this Section 2(b) are (I) events that may arise that the Investors consider will interfere with the full enjoyment of their rights under this Agreement (the "Interfering Events"), and (II) certain remedies applicable in each of these events. Paragraphs (i) through (iv) of this Section 2(b) describe the Interfering Events, and provide a remedy to the Investors if an Interfering Event occurs. Paragraph (v) provides, INTER ALIA, that if cash payments required as the remedy in the case of certain of the Interfering Events are not later than paid when due, the Effective DateCompany may be required by the Investors to redeem outstanding Warrant Shares at a specified price. Paragraph (vi) provides, INTER ALIA, that the Investors have the right to specific performance. The preceding paragraphs in this Section 2(b) are meant to serve only as an introduction to this Section 2(b), are for convenience only, and are not to be considered in applying, construing or interpreting this Section 2(b).
Appears in 1 contract
Samples: Registration Rights Agreement (Able Telcom Holding Corp)
Registration Requirements. Quinxxx xxxll use its best efforts to effect the registration of the Quinxxx Xxxres as would permit or facilitate the public sale or distribution of all the Quinxxx Shares by the Holders. Such best efforts by Quinxxx xxxll include the followingThe Company shall:
a. The filing by Quinxxx xx (a) No later than 52 forty-five (45) days after following the Closing Date of the Registration Statement Date, prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 (or successor form) or such other appropriate registration form if Quinxxx xx ineligible for as the Company is eligible to use Form S-3.
b. under the Securities Act) covering the resale of the Shares ("Registration Statement"). Thereafter, using its best efforts to cause such Registration Statement to be declared effective by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Company shall use its best efforts to cause such Registration Statement and other filings to again be declared effective by prior to the Commission and maintained effective for a cumulative end of the period of three months after termination one hundred twenty (120) days following the Effective Closing Date.
e. (b) Prepare and file with the Commission such amendments and supplements to the such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration StatementStatement and notify the holders of the Shares of the filing and effectiveness of such Registration Statement and any amendments or supplements.
f. (c) Furnish to the Holders each holder of such numbers of Shares such copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such holder of such Shares may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres owned by themShares.
g. (d) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or of "Blue Sky Sky" laws of such jurisdictions as shall be reasonably requested by the Holderseach holder of such Shares; provided that Quinxxx xxxll the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
h. (e) Notify each Holder holder of such Shares immediately of the happening issuance by the Commission or any state securities commission or agency of any event as a result stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.
(f) Use its best efforts to list the Shares with all securities exchanges(s) and/or markets on which the prospectus included Shares are then listed and prepare and file any required filings with any exchange or market where the Shares are traded.
(g) Bear all expenses incurred in connection with such registration, qualification or compliance with registration pursuant this paragraph except the holder of the Shares shall bear all underwriting discounts and selling commissions applicable to the sale of such Shares and all fees and disbursements of counsel for such holders.
(h) Use its best efforts to keep such registration effective until the earliest (i)of December 31, 2001;(ii) all of the holders of such Shares having completed the sales or distribution described in the Registration Statement, as then in effect, includes an untrue statement of a material fact Statement relating thereto; or omits to state a material fact required (iii) such Shares being able to be stated therein sold under Rule 144(k) or necessary any equivalent successor rule. The parties hereto agree to make execute appropriate and customary mutual indemnity agreements prior to the effectiveness of any registration statements therein not misleading in the light of the circumstances then existingas may be reasonably requested by either party.
i. Cause all Quinxxx Xxxres registered pursuant to such Registration Statement to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Date.
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.
Appears in 1 contract
Samples: Subscription and Investment Representation Agreement (Entrade Inc)
Registration Requirements. Quinxxx xxxll The Company shall use its best efforts to effect the registration of the Quinxxx Xxxres Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the public sale or distribution of all the Quinxxx Shares Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the Holdersany Holder. Such best efforts by Quinxxx xxxll include the Company shall include, without limitation, the following:
a. (a) The filing by Quinxxx xx later than 52 days Company shall as expeditiously as possible after the Closing Date (except in the case of (i) below):
(i) Within seventy-five (75) calendar days after the Registration Statement Closing, prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or successor form) or such other appropriate registration form if Quinxxx xx in the event that the Company is ineligible to use Form S-3.
b. Thereaftersuch form, using its best efforts such other form as the Company is eligible to cause such Registration Statement to be declared effective use under the Securities Act) covering resales by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation Holders of the Act, Registrable Securities ("REGISTRATION STATEMENT"). Thereafter the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Company shall use its best efforts to cause such Registration Statement and other filings to again be declared effective by as soon as possible, and in any event prior to 100 days following the Commission Closing Date; provided that if the SEC reviews and maintained gives comments on the Registration Statement requiring changes and amendments thereto before it will declare the Registration Statement effective, then the Company shall use its best efforts to have the Registration Statement and other filings declared effective for a cumulative period no later than 130 days following the Closing Date. Without limiting the foregoing, the Company will promptly respond to all SEC comments, inquiries and requests, and shall request acceleration of three months after effectiveness at the Effective Dateearliest possible date.
e. (ii) Prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration StatementStatement and promptly notify the Holders of the filing and effectiveness of such Registration Statement and any amendments or supplements.
f. (iii) Furnish to the Holders each Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such Holder may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres Registrable Securities owned by themsuch Holder.
g. Use its best efforts to register (iv) Register and qualify the securities covered by such Registration Statement under such other the securities or "Blue Sky Sky" laws of such jurisdictions as all domestic jurisdictions; provided, however, that the Company shall be reasonably requested by the Holders; provided that Quinxxx xxxll not be required in connection therewith or as a condition thereto to register or qualify to do business as a foreign corporation in any such states jurisdiction where it is not now so qualified or jurisdictionstake any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.
h. (v) Notify each Holder immediately of the happening of any event (but not the substance or details of any such events unless specifically requested by a Holder) as a result of which the prospectus (including any supplements thereto or thereof) included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and use its best efforts to promptly update and/or correct such prospectus.
i. Cause (vi) Notify each Holder immediately of the issuance by the Commission or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the threat or initiation of any proceedings for that purpose. The Company shall use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.
(vii) Permit counsel to the Holders to review and comment upon the Registration Statement and all Quinxxx Xxxres registered pursuant amendments and supplements thereto within a reasonable period of time (but not less than five (5) full trading days) prior to each filing, and shall not file any document in a form to which such counsel reasonably objects and will not request acceleration of the Registration Statement without prior notice to such counsel.
(viii) List the Registrable Securities covered by such Registration Statement with all securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the Nasdaq National Market System or any exchange or market where the Common Stock is traded.
(ix) Take all steps necessary to enable Holders to avail themselves of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Act.
(b) Set forth below in this Section 2(b) are (I) events that may arise that the parties consider will interfere with the full enjoyment by the Investors of their rights under this Agreement and the Investment Agreement (the "INTERFERING EVENTS"), and (II) certain remedies applicable in each of these events. Paragraphs (i) through (iv) of this Section 2(b) describe the Interfering Events, provide a remedy to the Investors if an Interfering Event occurs and provide that the Investors may require that the Company repurchase outstanding Purchased Shares at a specified price if certain Interfering Events are not timely cured. Paragraph (v) provides, inter alia, that if default adjustments required as the remedy in the case of certain of the Interfering Events are not provided when due, the Company may be required by the Investors to redeem outstanding Purchased Shares at a specified price. Paragraph (vi) provides, inter alia, that the Investors have the right to specific performance. The preceding paragraphs in this Section 2(b) are meant to serve only as an introduction to this Section 2(b), are for convenience only, and are not to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Dateconsidered in applying, construing or interpreting this Section 2(b).
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.
Appears in 1 contract
Registration Requirements. Quinxxx xxxll ACTV shall use its diligent best efforts to effect the registration of the Quinxxx Xxxres Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the public sale or distribution of all the Quinxxx Shares Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the HoldersHolder for purposes of maximizing the proceeds realizable by the Holder from such sale or distribution. Such best efforts by Quinxxx xxxll ACTV shall include without limitation the following:
a. The filing by Quinxxx xx later than 52 days (a) ACTV shall, as expeditiously as reasonably possible after the Closing Date of the Registration Statement Date:
(i) Prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or successor form) or such other appropriate registration form if Quinxxx xx in the event that ACTV is ineligible to use Form S-3.
b. Thereaftersuch form, using its best efforts such other form as ACTV is eligible to cause such use under the Securities Act) covering the Registrable Securities ("Registration Statement to be declared effective by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Statement"). Thereafter ACTV shall use its best efforts to cause have such Registration Statement and other filings declared effective. ACTV shall provide Holders reasonable opportunity to again be declared effective by the Commission and maintained effective for a cumulative period of three months after the Effective Datereview any such Registration Statement or amendment or supplement thereto prior to filing.
e. (ii) Prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration StatementStatement and notify the holders of the filing and effectiveness of such Registration Statement and any amendments or supplements.
f. (iii) Furnish to the Holders each Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such Holder may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres Registrable Securities owned by themsuch Holder.
g. (iv) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or "Blue Sky Sky" laws of such jurisdictions as shall be reasonably requested by the Holders; each Holder provided that Quinxxx xxxll ACTV shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
h. (v) Notify each Holder immediately of the happening of any event as a result of which the prospectus (including any supplements thereto or thereof) included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and use its best efforts to promptly update and/or correct such prospectus.
i. Cause all Quinxxx Xxxres registered pursuant (vi) Use its best efforts to list the Registrable Securities covered by such Registration Statement with any securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the Common Shares are traded.
(i) ACTV agrees that it shall file the Registration Statement complying with the requirements of this Exchange Agreement within 90 days from the Closing Date and shall cause such Registration Statement to become effective by December 31, 1996. In the event that such Registration Statement has not been declared effective by December 31, 1996, then ACTV shall pay to each Holder liquidated damages in an amount equal to $0.75 per Preferred Share held by such Holder for each 30-day period from and after December 31, 1996 that such Registration Statement is not effective.
(ii) In the event that ACTV fails, refuses or is unable to cause the Registrable Securities covered by the Registration Statement to be listed on each with the securities exchange exchange(s) and markets on which similar securities issued the Common Stock is traded or at least the NASDAQ Small Capitalization Market at all times on or after the Registration Statement is declared effective, then ACTV shall pay to each Holder liquidated damages in an amount equal to $0.75 per Preferred Share held by Quinxxx such Holder for each 30-day period from and after such failure, refusal or inability to so list the Registrable Securities until the Registrable Securities are then listed not later than the Effective Dateso listed.
j. Provide (iii) In the event any Holder's ability to sell Registrable Securities under the Registration Statement is suspended for more than thirty (30) days in the first instance or for more than ten (10) days for each suspension thereafter ("Suspension Grace Period"), including without limitation by reason of any suspension or stop order with respect to the Registration Statement or the fact that an event has occurred as a transfer agent and registrar for all Quinxxx Shares registered pursuant to result of which the prospectus (including any supplements thereto) included in such Registration Statement then in effect includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, then ACTV shall pay to each Holder liquidated damages in an amount equal to $0.75 per Preferred Share held by such Holder for each 30-day period from and after the last day of the Suspension Grace Period until such suspension no longer exists.
(iv) In the event that ACTV does not have a CUSIP sufficient number of Common Shares available to satisfy ACTV's obligations to any Holder upon receipt of an Exchange Notice (as defined below) or is otherwise unable to issue such Common Shares (including without limitation by reason of the limits described in Section 11(n) below) in accordance with the terms of this Exchange Agreement upon receipt of an Exchange Notice, then ACTV shall pay to each Holder liquidated damages in an amount equal to $0.75 per Preferred Share held by such Holder for each 30-day period from and after the Exchange Date that ACTV fails or refuses to issue Common Shares in accordance with the terms hereof.
(v) In the event that ACTV fails to authorize and reserve an additional 20,000,000 shares of Common Stock for issuance upon exchange of Preferred Shares by the sixtieth (60th) day following a Reserve Increase Event (as defined below in Section 11.g), then ACTV shall pay to each Holder liquidated damages in an amount equal to $0.75 per Preferred Share held by such Holder for each 30-day period from and after such sixtieth (60th) day until such additional shares are so authorized and reserved.
(vi) Each liquidated damages provision provided for in the foregoing clauses (i) through (v) shall be in addition to each other liquidated damages provision; provided, however, that in no event shall ACTV be obligated to pay to any Holder liquidated damages in an amount greater than $0.75 per Preferred Share held by such Holder for any 30-day period. All payments required to be made in connection with the above liquidated damages provisions shall be paid in cash by the tenth (10th) day of each calendar month (which payments shall be pro rata on a per diem basis for any period of less than 30 days). In the event that ACTV fails or refuses to pay such liquidated damages payments at such time, then at any Holder's request and option, ACTV shall purchase the Preferred Shares held by such Holder, within five (5) days of such request, at a purchase price equal to the ACTV Premium Redemption Price (as defined in Section 11.m(2) below), provided that such Holder may revoke such request at any time prior to receipt of such payment of such purchase price.
(vii) ACTV acknowledges that any failure, refusal or inability by ACTV described in the foregoing clauses (i) through (v) will cause the Holders to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Exchange Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provisions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The liquidated damages provided for above are in addition to and not in lieu or limitation of any other rights the Holders may have at law, in equity or under the terms of the Preferred Shares, the Investment Agreements or this Exchange Agreement, including without limitation the right to specific performance. Each Holder shall be entitled to specific performance of any and all obligations of ACTV in connection with the registration rights of the Holders hereunder. In the event of any of the circumstances described in the foregoing clauses (i) through (v) above, then each of the ACTV Redemption Commencement Date (as defined in Section 11.m below) and the Maximum Restrictive Covenant Date (as defined in Section 11.j below) shall be moved back 1.5 days for each day that any of the circumstances in clauses (i), (ii), (iii) (without regard to the applicability of the Suspension Grace Period), (iv) or (v) exist.
(c) If the Holder(s) intend to distribute the Registrable Securities by means of an underwriting, the Holder shall so advise ACTV. Any such underwriting may only be administered by investment bankers reasonably satisfactory to ACTV.
(d) ACTV shall enter into such customary agreements (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such Quinxxx Sharesother reasonable actions reasonably requested by the Holders in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the Registrable Securities are to be sold in an underwritten offering:
(i) make such representations and warranties to the Holders and the underwriter or underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in secondary offerings;
(ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, opinions of counsel to ACTV, dated the effective day (or in the case of an underwritten offering, dated the date of delivery of any Registrable Securities sold pursuant thereto) of the Registration Statement, which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Holders and the underwriter(s), if any, and their counsel and covering, without limitation, such matters as the due authorization and issuance of the securities being registered and compliance with securities laws by ACTV in connection with the authorization, issuance and registration thereof, addressed to the Holders and each underwriter, if any;
(iii) cause to be delivered, immediately prior to the effectiveness of the Registration Statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), a "comfort" letter from ACTV's independent certified public accountants addressed to the Holders and each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with secondary offerings;
(iv) if an underwriting agreement is entered into, the same shall include customary indemnification and contribution provisions and procedures for secondary underwritten offerings; and
(v) ACTV shall deliver such documents and certificates as may be reasonably requested by the Holders of the Registrable Securities being sold or the managing underwriter or underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by ACTV; the foregoing in this paragraph 2(d) shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder; provided, however, the foregoing in paragraph 2(d) shall not later be required on more than two (2) occasions.
(e) ACTV shall make available for inspection by the Effective DateHolders, a representative or representatives of the Holders, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by any Holder or underwriter, all financial and other records customary for such purposes, all SEC Documents (as defined below) filed subsequent to the Closing, pertinent corporate documents and properties of ACTV, and cause ACTV's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement.
(f) Subject to Section 2(b) above, ACTV may suspend the effectiveness of any Registration Statement in the event, and for such period of time as, such a suspension is required by the rules and regulations of the Commission. ACTV will use its best efforts to cause such suspension to terminate at the earliest possible date.
Appears in 1 contract
Samples: Registration Rights and Exchange Agreement (Actv Inc /De/)
Registration Requirements. Quinxxx xxxll Cityscape shall use its diligent best efforts to effect the registration of the Quinxxx Xxxres Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the public sale or distribution of all the Quinxxx Shares Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the HoldersHolder. Such best efforts by Quinxxx xxxll Cityscape shall include the following:
a. The filing by Quinxxx xx later than 52 days (a) Cityscape shall, as expeditiously as reasonably practicable after the Closing Date Date:
(i) Prepare and file within 30 days of the Registration Statement Closing Date with the Commission pursuant to Rule 415 under the Securities Act a registration statement on Form S-3 under the Securities Act (or successor form) or such other appropriate registration form if Quinxxx xx in the event that Cityscape is ineligible to use Form S-3.
b. such form, such other form as Cityscape is eligible to use under the Securities Act) covering the Registrable Securities ("Registration Statement"). Thereafter, using its best efforts to cause such Registration Statement to be declared effective by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Cityscape shall use its best efforts to cause such Registration Statement and other filings to again be declared effective by prior to 120 days following the Commission and maintained effective for a cumulative period of three months after the Effective Closing Date. Cityscape shall provide Holders reasonable opportunity to review any such Registration Statement or amendment or supplement thereto prior to filing.
e. (ii) Prepare and file with the Commission such amendments and supplements post-effective amendments to the Registration Statement and the prospectus used in connection with such a Registration Statement as may be necessary to keep such Registration Statement effective for so long as there are any Registrable Securities; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities Registrable Securities covered by such Registration StatementStatement for so long as there are any Registrable Securities in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or supplement to such prospectus.
f. (iii) Furnish to the Holders each Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such Holder may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres Registrable Securities owned by themsuch Holder.
g. (iv) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or "Blue Sky sky" laws of such jurisdictions as shall be reasonably requested by the Holders; provided that Quinxxx xxxll not be required in connection therewith or as a condition thereto to qualify to do business in any such states or jurisdictions.
h. Notify each Holder and keep each such registration or qualification effective, including through new filings or amendments or renewals, for so long as there are any Registrable Securities and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the happening of any event as a result of which Registrable Securities covered by the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.
i. Cause all Quinxxx Xxxres registered pursuant to such Registration Statement to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Date.
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.applicable Registration
Appears in 1 contract
Samples: Registration Rights Agreement (Cityscape Financial Corp)
Registration Requirements. Quinxxx xxxll use its best efforts to effect the registration of the Quinxxx Xxxres (a) As promptly as would permit or facilitate the public sale or distribution of all the Quinxxx Shares by the Holders. Such best efforts by Quinxxx xxxll include the following:
a. The filing by Quinxxx xx later than 52 days after practicable following the Closing Date Date, but in any event within a period of the Registration Statement with the Commission pursuant to Rule 415 under the Act on Form S-3 (or successor form) or such other appropriate registration form if Quinxxx xx ineligible to use Form S-3.
b. Thereafter, using its best efforts to cause such Registration Statement to be declared effective by the Commission within 187 90 days following the Closing Date, the Corporation shall prepare and file with the Securities and Exchange Commission a Registration Statement on Form S-3 for the purpose of registering the resale by the Subscriber (or the Subscriber's affiliates) of the Purchased Shares under the Securities Act.
c. Thereafter(b) The Corporation shall pay all Registration Expenses (as defined below) in connection with any registration, abstaining from taking qualification or compliance hereunder. Registration Expenses shall mean all expenses incurred by the Corporation in complying with the registration provisions herein described, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Corporation, blue sky fees and expenses, and the expense of any affirmative action for a period of three months after the Effective Date that would cause the Commission special audits incident to declare such Registration Statement to be no longer effective, unless or required to do so by any statute, rule or regulation such registration.
(c) In the case of the Actregistration effected by the Corporation pursuant to these registration provisions, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Corporation will use its best efforts to to: (i) cause such the Registration Statement to again be declared become effective within one hundred fifty (150) days of the Closing Date, (ii) keep such registration effective until the earlier of (a) the second anniversary of the Closing Date, (b) such date as all of the Purchased Shares have been resold by the Commission and maintained effective for Subscriber thereof, or (c) such time as all of the Purchased Shares held by the Subscriber can be sold within a cumulative given three-month period without compliance with the registration requirements of three months after the Effective Date.
e. Prepare Securities Act pursuant to Rule 144 under the Securities Act; (iii) prepare and file with the Securities and Exchange Commission such amendments and supplements to the Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
f. Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Quinxxx Xxxres owned by them.
g. Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that Quinxxx xxxll not be required in connection therewith or as a condition thereto to qualify to do business in any such states or jurisdictions.
h. Notify each Holder of the happening of any event as a result of which the prospectus included in the Registration Statement; (iv) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as then in effect, includes an untrue statement of a material fact or omits the Subscriber from time to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.
i. Cause time may reasonably request; (v) cause all Quinxxx Xxxres Purchased Shares registered pursuant to such Registration Statement as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by Quinxxx the Corporation are then listed not later than the Effective Date.
j. Provide or quoted; (vi) provide a transfer agent and registrar for all Quinxxx Purchased Shares registered pursuant to such the Registration Statement and a CUSIP number for all such Quinxxx Purchased Shares, ; (vii) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission; and (viii) file the documents required of the Corporation and otherwise use its best efforts to maintain requisite blue sky clearance in each case not later than (A) all jurisdictions in which any of the Effective Date.Purchased Shares are originally sold and (B) all other states reasonably specified in
Appears in 1 contract
Registration Requirements. Quinxxx xxxll Cityscape shall use its diligent best efforts to effect the registration of the Quinxxx Xxxres Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the public sale or distribution of all the Quinxxx Shares Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the HoldersHolder. Such best efforts by Quinxxx xxxll Cityscape shall include the following:
a. The filing by Quinxxx xx later than 52 days : (a) Cityscape shall, as expeditiously as reasonably practicable after the Closing Date of the Registration Statement Date:
(i) Prepare and file with the Commission pursuant to Rule 415 under the Securities Act a registration statement on Form S-3 under the Securities Act (or successor form) or such other appropriate registration form if Quinxxx xx in the event that Cityscape is ineligible to use Form S-3.
b. such form, such other form as Cityscape is eligible to use under the Securities Act) covering the Registrable Securities ("Registration Statement"). Thereafter, using its best efforts to cause such Registration Statement to be declared effective by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Cityscape shall use its best efforts to cause such Registration Statement and other filings to again be declared effective by prior to 120 days following the Commission and maintained effective for a cumulative period of three months after the Effective Closing Date. Cityscape shall provide Holders reasonable opportunity to review any such Registration Statement or amendment or supplement thereto prior to filing.
e. (ii) Prepare and file with the Commission such amendments and supplements post-effective amendments to the Registration Statement and the prospectus used in connection with such a Registration Statement as may be necessary to keep such Registration Statement effective for so long as there are any Registrable Securities outstanding; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to 2 3 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 Registrable Securities covered by such Registration Statement.
f. Statement for so long as there are any Registrable Securities outstanding in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or supplement to such prospectus; (iii) Furnish to the Holders each Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such Holder may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres Registrable Securities owned by themsuch Holder.
g. Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that Quinxxx xxxll not be required in connection therewith or as a condition thereto to qualify to do business in any such states or jurisdictions.
h. Notify each Holder of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.
i. Cause all Quinxxx Xxxres registered pursuant to such Registration Statement to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Date.
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Cityscape Financial Corp)
Registration Requirements. Quinxxx xxxll use its best efforts to effect the registration of the Quinxxx Xxxres as would permit or facilitate the public sale or distribution of all the Quinxxx Shares by the Holders. Such best efforts by Quinxxx xxxll include the followingThe Company shall:
a. The filing by Quinxxx xx (a) No later than 52 forty-five (45) days after following the Closing Date of the Registration Statement Date, prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 (or successor form) or such other appropriate registration form if Quinxxx xx ineligible as the Company is eligible to use Form S-3.
b. under the Securities Act) covering the resale of the Shares("Registration Statement"). Thereafter, using its best efforts to cause such Registration Statement to be declared effective by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Company shall use its best efforts to cause such Registration Statement and other filings to again be declared effective by prior to the Commission and maintained effective for a cumulative end of the period of three months after terminating one hundred twenty (120) days following the Effective Closing Date.
e. (b) Prepare and file with the Commission such amendments and supplements to the such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration StatementStatement and notify the holders of the Shares of the filing and effectiveness of such Registration Statement and any amendments or supplements.
f. (c) Furnish to the Holders each holder of such numbers of Shares such copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such holder of such Shares may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres owned by themShares.
g. (d) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or "Blue Sky Sky" laws of such jurisdictions as shall be reasonably requested by the Holderseach holder of such Shares; provided that Quinxxx xxxll the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
h. (e) Notify each Holder holder of such Shares immediately of the happening issuance by the Commission or any state securities commission or agency of any event as a result stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.
(f) Use its best efforts to list the Shares with all securities exchanges(s) and/or markets on which the prospectus included Shares are then listed and prepare and file any required filings with any exchange or market where the Shares are traded.
(g) Bear all expenses incurred in connection with such registration, qualification or compliance with registration pursuant to this paragraph except the holder of the Shares shall bear all underwriting discounts and selling commissions applicable to the sale of such Shares and all fees and disbursements of counsel for such holders.
(h) Use its best efforts to keep such registration effective until the earliest (i) of January 6, 2002; (ii) all of the holders of such Shares having completed the sales or distribution described in the Registration Statement, as then Statement relating thereto; or (iii) such Shares being able to be sold under Rule 144(k) or any equivalent successor rule.
(i) Notify each holder of such Shares immediately in effect, includes an untrue statement of the event that the Registration Statement has become stale or contains a material fact misstatement or omits material omission. The parties hereto agree to state a material fact required execute appropriate and customary mutual indemnity agreements prior to the effectiveness of any registration statements as may be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingreasonably requested by either party.
i. Cause all Quinxxx Xxxres registered pursuant to such Registration Statement to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Date.
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.
Appears in 1 contract
Samples: Subscription and Investment Representation Agreement (Entrade Inc)
Registration Requirements. Quinxxx xxxll CIC shall use its best efforts to effect the registration of the Quinxxx Xxxres Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the public sale or distribution of all the Quinxxx Shares Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the HoldersHolder. Such best efforts by Quinxxx xxxll CIC shall include the following:
a. The filing by Quinxxx xx later than 52 days (a) CIC shall, as expeditiously as reasonably possible after the Closing Date of the Registration Statement Date:
(i) Prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or successor form) or such other appropriate registration form if Quinxxx xx in the event that CIC is ineligible to use Form S-3.
b. Thereaftersuch form, using its best efforts such other form as CIC is eligible to cause such use under the Securities Act) covering the Registrable Securities ("Registration Statement to be declared effective Statement") by the Commission within 187 days following the Closing Date.
c. ThereafterMarch 31, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to 1997. Thereafter CIC shall use its best efforts to cause such Registration Statement and other filings to again be declared effective by prior to 180 days following the Commission and maintained effective for a cumulative period of three months after the Effective Closing Date. CIC shall provide Holders reasonable opportunity to review any such Registration Statement or amendment or supplement thereto prior to filing.
e. (ii) Prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration StatementStatement and notify the Holders of the filing and effectiveness of such Registration Statement and any amendments or supplements.
f. (iii) Furnish to the Holders each Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such Holder may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres Registrable Securities owned by themsuch Holder.
g. (iv) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or "Blue Sky Sky" laws of such jurisdictions as shall be reasonably requested by the Holderseach Holder; provided that Quinxxx xxxll CIC shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
h. (v) Notify each Holder immediately of the happening of any event as a result of which the prospectus (including any supplements thereto or thereof) included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and use its best efforts to promptly update and/or correct such prospectus.
i. Cause (vi) Notify each Holder immediately of the issuance by the Commission or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. CIC shall use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.
(vii) Permit a single firm of counsel, designated as Holders' counsel by a majority of the Registrable Securities included in the Registration Statement, to review the Registration Statement and all Quinxxx Xxxres registered pursuant amendments and supplements thereto within a reasonable period of time prior to each filing, and shall not file any document in a form to which such counsel reasonably objects.
(viii) Use its best efforts to list the Registrable Securities covered by such Registration Statement with any securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the Common Shares are traded.
(i) CIC agrees that it shall file the Registration Statement complying with the requirements of this Agreement by March 31, 1997 and shall use its best efforts to cause such Registration Statement to become effective within 180 days from the Closing Date. In the event that such Registration Statement has not been declared effective within 180 days from the Closing Date, then CIC shall pay to each Holder a default payment in an amount equal to three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for each 30-day period from and after the 180th day following the Closing Date during any part of which such Registration Statement is not effective.
(ii) In the event that CIC fails, refuses or is unable to cause the Registrable Securities covered by the Registration Statement to be listed on each with the securities exchange exchange(s) and markets on which similar securities issued the Common Stock is then traded and the NASDAQ Small Capitalization Market or the National Market at all times during the period ("Listing Period") from the Conversion Commencement Date (subject to acceleration pursuant to Section 4 of the Designation) until the date which is the last day of the 13th fiscal month following the Closing Date (provided that such date shall be deferred 1.5 days for each day that there is no Effective Registration after the Conversion Commencement Date), then CIC shall pay to each Holder a default payment in an amount equal to three percent (3%) of the Liquidation Preference for the Preferred Shares held by Quinxxx such Holder for each 30-day period during the Listing Period from and after such failure, refusal or inability to so list the Registrable Securities until the Registrable Securities are then listed not later than the Effective Dateso listed.
j. Provide (iii) In the event any Holder's ability to sell Registrable Securities under the Registration Statement is suspended for more that sixty (60) days in the aggregate ("Suspension Grace Period") or if any Holder's ability to sell Registrable Securities under the Registration Statement is suspended at any time during the 12th or 13th fiscal month following the Closing Date, including without limitation by reason of any suspension or stop order with respect to the Registration Statement or the fact that an event has occurred as a transfer agent and registrar for all Quinxxx Shares registered pursuant to result of which the prospectus (including any supplements thereto) included in such Registration Statement then in effect includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, then CIC shall pay to each Holder a default payment in an amount equal to three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for each 30-day period from and after the last day of the Suspension Grace Period or during the 12th or 13th fiscal month following the Closing Date, as the case may be, until such suspension no longer exists.
(iv) In the event that CIC does not have a CUSIP sufficient number of Common Shares available to satisfy CIC's obligations to any Holder upon receipt of a Conversion Notice (as defined in the Designation) or is otherwise unable to issue such Common Shares (including without limitation by reason of the limit described in Section 11 below) in accordance with the terms of the Designation for any reason after receipt of a Conversion Notice, then CIC shall pay to each Holder a default payment in an amount equal to three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for each 30-day period from and after the Conversion Date (as defined in the Designation) that CIC fails or refuses to issue Common Shares in accordance with the terms thereof.
(v) Each default payment provided for in the foregoing clauses (i) through (iv) shall be in addition to each other default payment; provided, however, that in no event shall CIC be obligated to pay to any Holder default payments in an aggregate amount greater than three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for any 30-day period. All default payments required to be made in connection with the above provisions shall be paid in cash by the tenth (10th) day of each calendar month (which payments shall be pro rata on a per diem basis for any period of less than 30 days); provided, however, that in the event of the circumstance described in clause (i) above, CIC may pay the default payments due for the first 60 days under such clause in additional Preferred Shares (with each new Preferred Share valued at $25 per share) instead of in cash. In the event that CIC fails or refuses to pay any default payment when due, at any Holder's request and option CIC shall purchase all or a portion of the Preferred Shares held by such Quinxxx Holder (with default payments accruing through the date of such purchase), within five (5) days of such request, at a purchase price equal to the Premium Redemption Price (as defined below), provided that such Holder may revoke such request at any time prior to receipt of such payment of such purchase price. Until such time as the CIC purchases such Preferred Shares at the request of such Holder pursuant to the preceding sentence, the default payment amounts due shall accrue interest at the lower of 38.65% per annum or the highest rate permitted by law, and at any Holder's request and option CIC shall pay such amount in additional Preferred Shares (with each new Preferred Share valued at $25 per share) or by adding and including the amount of such default payment to the Conversion Amount and the Liquidation Preference) instead of in cash.
(vi) CIC acknowledges that any failure, refusal or inability by CIC described in the foregoing clauses (i) through (iv) will cause the Holders to suffer damages in an amount that will be difficult to ascertain, including without limitation damages resulting from the loss of liquidity in the Registrable Securities and the additional investment risk in holding the Registrable Securities, whether or not such Holders ultimately achieve the return on investment contemplated in the Designation. Accordingly, the parties agree that it is appropriate to include in this Agreement the foregoing provisions for default payments in order to compensate the Holders for such damages. The parties acknowledge and agree that the default payments set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such default payments are reasonable and will not constitute a penalty. The default payments provided for above are in addition to and not in lieu or limitation of any other rights the Holders may have at law, in equity or under the terms of the Designation, the Investment Agreement or this Agreement, including without limitation the right to specific performance. Each Holder shall be entitled to specific performance of any and all obligations of CIC in connection with the registration rights of the Holders hereunder. In the event of any of the circumstances described in the foregoing clauses (i) through (iv) above, then the Forced Conversion Date (as defined in the Designation) shall be deferred by 1.5 days for each day that any of the circumstances in clauses (i), (ii), (iii) (without regard to the applicability of the Suspension Grace Period), or (iv) exist. In addition to and without in any way limiting the foregoing, CIC agrees that in the event that (A) any failure, refusal or inability by CIC described in the clauses (ii) and (iii) of this Section 2(b) is not cured within sixty (60) days of such event or (B) the Registration Statement has not been declared effective by the 13th month following the Closing Date, then at the option of each Holder and to the extent such Holder so elects, CIC shall redeem the Preferred Shares and/or Common Shares held by such Holder, in whole or in part, as follows: (i) in the case of Preferred Shares, such shares shall be redeemed at a redemption price per share equal to the Premium Redemption Price (as defined below); and (ii) in each the case of Common Shares issued to such Holder pursuant to conversion of Preferred Shares, such shares shall be redeemed at a redemption price per share equal to 1.3865 times the dollar amount which is the product of (x) the number of shares so to be redeemed pursuant to this paragraph, and (y) the closing market price on the principal trading market or exchange of CIC's Common Stock on the date of such redemption; provided, however, that such Holder may revoke such request at any time prior to receipt of such payment of such redemption price. Default payments shall no longer accrue on Preferred Shares after such shares have been redeemed by CIC pursuant to the foregoing provision.
(vii) In the event any Holder at any time is unable to convert any Preferred Shares under the Designation due to an insufficient number of Common Shares available for any reason, then at any time thereafter at the request of any Holder pursuant to a redemption notice, CIC promptly shall purchase from such Holder, at a purchase price equal to the "Premium Redemption Price", the number of Preferred Shares equal to such Holder's pro rata share of the "Deficiency", as such terms are defined below; provided, however, if within three (3) business days of such redemption notice CIC delivers to such Holder a notice stating that CIC will have a sufficient number of Common Shares available for conversion of all outstanding Preferred Shares within ten (10) business days, then CIC shall not later than be required to redeem such Preferred Shares pursuant to this Section unless CIC shall fail to have a sufficient number of Common Shares available for conversion of all outstanding Preferred Shares after such ten (10) business day period. Notwithstanding the Effective Dateforegoing, in the event any Holder delivers a Conversion Notice and CIC is unable to convert any Preferred Shares under the Designation due to an insufficient number of Common Shares available for any reason, CIC promptly shall purchase from such Holder, at a purchase price equal to the Premium Redemption Price, the number of Preferred Shares requested to be converted in such Conversion Notice which are not so converted. The "Premium Redemption Price" is equal to 1.3865 (i.e., 1 DIVIDED BY .72125) times the following: the sum of $25 times the number of Preferred Shares which cannot be converted plus accrued and unpaid dividends thereon (with dividends deemed accrued on a per diem basis through the date of such purchase even if such date is not a Dividend Payment Date (as defined in the Designation)) plus any default payments owing to such Holder pursuant to this Agreement. The "Deficiency" shall be equal to the number of Preferred Shares that would not be able to be converted for Common Shares, due to an insufficient number of Common Shares available, if all the outstanding Preferred Shares were submitted for conversion at the Conversion Price set forth in the Designation as of the date such Deficiency is determined.
Appears in 1 contract
Samples: Registration Rights Agreement (Communication Intelligence Corp)
Registration Requirements. Quinxxx xxxll The Company shall use its best efforts to effect the registration of the Quinxxx Xxxres Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the public sale or distribution of all the Quinxxx Shares Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the HoldersHolder. Such best efforts by Quinxxx xxxll the Company shall include the following:
a. (a) The filing by Quinxxx xx later than 52 days Company shall, as expeditiously as reasonably possible after the Closing Date of the Registration Statement Date:
(i) But in any event within 30 days thereafter, prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or successor form) or such other appropriate registration form if Quinxxx xx in the event that the Company is ineligible to use Form S-3.
b. such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities ("Registration Statement"). Such Registration Statement shall, in addition and without limitation, register (pursuant to Rule 416 under the Securities Act, or otherwise) such additional indeterminate number of Registrable Securities as shall be necessary to permit the conversion in full of the Debentures and the issuance of additional shares of Common Stock to Holders pursuant to the various reset provisions of the Debentures. Thereafter, using its best efforts to cause such Registration Statement to be declared effective by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Company shall use its best efforts to cause such Registration Statement and other filings to again be declared effective by as soon as possible, and in any event prior to 90 days following the Commission Closing Date. The Company shall provide Holders and maintained effective for a cumulative period of three months after the Effective Datetheir legal counsel reasonable opportunity to review any such Registration Statement or amendment or supplement thereto prior to filing.
e. (ii) Prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration StatementStatement and notify the Holders of the filing and effectiveness of such Registration Statement and any amendments or supplements.
f. (iii) Furnish to the Holders each Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such Holder may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres Registrable Securities owned by themsuch Holder.
g. (iv) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or "Blue Sky Sky" laws of such jurisdictions as shall be reasonably requested by the Holderseach Holder; provided that Quinxxx xxxll the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
h. (v) Notify each Holder immediately of the happening of any event as a result of which the prospectus (including any supplements thereto or thereof) included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and use its best efforts to promptly update and/or correct such prospectus.
i. Cause (vi) Notify each Holder immediately of the issuance by the Commission or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.
(vii) Permit a single firm of counsel, designated as Holders' counsel by a majority of the Registrable Securities included in the Registration Statement, to review the Registration Statement and all Quinxxx Xxxres registered pursuant amendments and supplements thereto within a reasonable period of time prior to each filing, and shall not file any document in a form to which such counsel reasonably objects.
(viii) Use its best efforts to list the Registrable Securities covered by such Registration Statement with all securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the Common Shares are traded.
(ix) Take all steps necessary to enable Holders to avail themselves of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Act.
(b) Set forth below in this Section 2(b) are (I) events that may arise that the Investors consider will interfere with the full enjoyment of their rights under the Debentures, the Purchase Agreement and this Agreement (the "Interfering Events"), and (II) certain remedies applicable in each of these events. Paragraphs (i) through (iv) of this Section 2(b) describe the Interfering Events, provide a remedy to the Investors if an Interfering Event occurs and provide that the Investors may require that the Company redeem outstanding Debentures at a specified price if certain Interfering Events are not timely cured. Paragraph (v) provides, inter alia, that if cash payments required as the remedy in the case of certain of the Interfering Events are not paid when due, the Company may be required by the Investors to redeem outstanding Debentures at a specified price. Paragraph (vi) provides, inter alia, that the Investors have the right to specific performance. The preceding paragraphs in this Section 2(b) are meant to serve only as an introduction to this Section 2(b), are for convenience only, and are not to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Dateconsidered in applying, construing or interpreting this Section 2(b).
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.
Appears in 1 contract
Registration Requirements. Quinxxx xxxll use its best efforts SCHI shall not be required to effect the registration issue any shares of the Quinxxx Xxxres as would permit or facilitate the public sale or distribution of all the Quinxxx Shares by the Holders. Such best efforts by Quinxxx xxxll include the following:
a. The filing by Quinxxx xx later than 52 days after the Closing Date of the Registration Statement with the Commission pursuant to Rule 415 Common Stock under the Act on Form S-3 (or successor form) or Warrant if the issuance of such other appropriate registration form if Quinxxx xx ineligible to use Form S-3.
b. Thereafter, using its best efforts to cause such Registration Statement to be declared effective shares would constitute a violation by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking SCHI of any affirmative action for a period provision of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule law or regulation of the Actany governmental authority, including without limitation, the Exchange Act registration or any qualification requirement of applicable federal and state securities lawlaws or regulations. If at any time SCHI shall determine, based upon a written opinion of legal counsel, that the registration or qualification of any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to use its best efforts to cause such Registration Statement to again be declared effective by the Commission and maintained effective for a cumulative period of three months after the Effective Date.
e. Prepare and file with the Commission such amendments and supplements shares subject to the Registration Statement and the prospectus used Warrant under any applicable state or federal law is necessary as a condition of or in connection with the issuance of shares, the Warrant may not be exercised in whole or in part unless such Registration Statement as may be necessary registration or qualification shall have been effected or obtained free of any conditions not reasonably acceptable to comply SCHI, and any delay caused thereby shall in no way affect the date of termination of the Warrant. Specifically in connection with the provisions Securities Act of 1933 (as now in effect or as hereafter amended) (the "Securities Act") and applicable state securities laws ("State Acts"), unless a registration statement under the Securities Act and State Acts is in effect with respect to the disposition shares of all securities Common Stock covered by the Warrant, SCHI shall not be required to issue such Registration Statement.
f. Furnish shares unless the Board of Directors of SCHI has received evidence reasonable satisfactory to it that the Holders Holder may acquire such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with shares pursuant to an exemption from registration under the requirements of the Act, Securities Act and such other documents as they may reasonably request State Acts. SCHI shall not be obligated to take any affirmative action in order to facilitate cause the disposition exercise of the Quinxxx Xxxres owned by them.
g. Use its best efforts Warrant or the issuance of shares pursuant thereto to register comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Warrant shall not be exercisable unless and qualify until the securities shares of Common Stock covered by such Registration Statement the Warrant are registered or are subject to an available exemption from registration, the exercise of the Warrant (under such other securities or Blue Sky circumstances in which the laws of such jurisdictions as jurisdiction apply) shall be reasonably requested by deemed conditioned upon the Holders; provided that Quinxxx xxxll not be required in connection therewith effectiveness of such registration or as a condition thereto to qualify to do business in any the availability of such states or jurisdictionsan exemption.
h. Notify each Holder of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.
i. Cause all Quinxxx Xxxres registered pursuant to such Registration Statement to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Date.
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.
Appears in 1 contract
Registration Requirements. Quinxxx xxxll use its best efforts (a) As soon as practicable after the Closing, Thermo Electron will file a registration statement (the "Registration Statement") under the Securities Act with respect to effect the registration resale of the Quinxxx Xxxres as would permit or facilitate the public sale or distribution of all the Quinxxx Shares by the Holders. Such best efforts by Quinxxx xxxll include the following:
a. The filing by Quinxxx xx later than 52 days after the Closing Date of the Registration Statement with the Commission pursuant to Rule 415 under the Act on Form S-3 (or successor form) or such other appropriate registration form if Quinxxx xx ineligible to use Form S-3.
b. ThereafterBuyer, using its best efforts to cause such Registration Statement to be declared effective by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to and Thermo Electron will use its best efforts to cause such the Registration Statement to again become effective as soon as practicable. The Buyer undertakes in connection therewith to execute and deliver in a timely manner all such information and materials and take all such action as may be declared required in order to permit Thermo Electron to comply with all applicable legal requirements and to obtain the acceleration of the effective by date of the Commission and maintained effective for a cumulative period of three months after the Effective DateRegistration Statement.
e. Prepare (b) Thermo Electron will use its best efforts to prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection with such Registration Statement therewith as may be necessary to comply with keep the provisions Registration Statement effective until all the Shares registered thereunder have been sold pursuant thereto or until, by reason of Rule 144(k) of the Commission under the Securities Act with respect to the disposition or any other rule of all securities covered by such Registration Statement.
f. Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Quinxxx Xxxres owned by them.
g. Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that Quinxxx xxxll not be required in connection therewith or as a condition thereto to qualify to do business in any such states or jurisdictions.
h. Notify each Holder of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in similar effect, includes an untrue statement of a material fact or omits to state a material fact the Shares are no longer required to be stated therein or necessary to make registered for the statements therein not misleading in sale thereof by the light Buyer. The Buyer acknowledges that there may be times when Thermo Electron must suspend the use of the circumstances then existing.
i. Cause all Quinxxx Xxxres registered prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by Thermo Electron and declared effective by the Commission, or until such time as Thermo Electron has filed an appropriate report with the Commission pursuant to such Registration Statement to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed the Exchange Act. The Buyer hereby covenants that it will not later than the Effective Date.
j. Provide a transfer agent and registrar for all Quinxxx sell any Shares registered pursuant to such Registration Statement said prospectus during the period commencing at the time at which Thermo Electron gives the Buyer notice of the suspension of the use of said prospectus and a CUSIP number for all such Quinxxx Sharesending at the time Thermo Electron gives the Buyer notice that the Buyer may thereafter effect sales pursuant to said prospectus, and Thermo Electron's indemnification obligations in each case Section 4.4 will not later than the Effective Dateapply to sales made in violation of this provision.
Appears in 1 contract
Registration Requirements. Quinxxx xxxll use its best efforts to effect the registration of the Quinxxx Xxxres as would permit or facilitate the public sale or distribution of all the Quinxxx Shares by the Holders. Such best efforts by Quinxxx xxxll include the following:
a. The filing by Quinxxx xx (a) No earlier than April 1, 2000, but no later than 52 days after May 31, 2000, the Closing Date of the Registration Statement Company shall (i) file with the Commission SEC a registration statement on Form S1 (together with any prospectus included therein, a "Registration Statement") pursuant to Rule 415 under of the Securities Act in order to register with the SEC the continuous resale by the Purchasers, from time to time, of all shares of Common Stock constituting Immediately Registrable Securities that may be acquired by the Purchasers, through the Nasdaq SmallCap Market or the facilities of any national securities exchange on Form S-3 which the Common Stock is then traded, or in privatelynegotiated transactions, and (or successor formii) use its reasonable best efforts to file an application for listing (a "Listing Application") of such Common Stock on the NASDAQ SmallCap Market (the "NSCM") or such any other appropriate registration form if Quinxxx xx ineligible to nationally recognized securities exchange (collectively with the NSCM, the "Exchange"). The Company shall use Form S-3.
b. Thereafter, using its best efforts to cause such Registration Statement to be declared effective by on or before the Commission within 187 days 90th day after the Closing Date; provided, however, that if the SEC shall not have declared such Registration Statement effective on or before the 120th day after the Closing Date, the Company shall then issue a Compensation Warrant to each Purchaser on the 121st day (the "Compensation Trigger Date") after the Closing Date and, thereafter, an additional Compensation Warrant on each 30-day anniversary of such Compensation Trigger Date for so long as the SEC shall not have declared such Registration Statement effective. The Company shall further cause a Listing Application covering shares of Common Stock issued or issuable in respect of, on exercise of, or on conversion of, or constituting any Acquired Securities to be filed with the Exchange on or before the 120th day following the Closing Date.
c. ThereafterDate and shall, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effectiveupon filing thereof, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to use its reasonable best efforts to cause such securities to be accepted for trading upon the Exchange. Each Purchaser agrees to furnish promptly to the Company in writing all information required for preparation of the Registration Statement or thereafter required from time to again time to be disclosed in order to make the information previously furnished to the Company by such holder not misleading.
(b) If at any time following the filing of a Registration Statement by the Company, the Company shall qualify to file a registration statement on Form S3 under the Securities Act, the Company shall thereafter be entitled to replace any Form S1 registration statement referred to in Section 5.20(a) above with a registration statement on Form S3 that has been declared effective by the Commission SEC. Any such Form S3 used to replace a Form S1 pursuant to this Section 5.20(b), together with any prospectus included in such Form S3, shall thereafter be referred to as a "Registration Statement" and maintained effective any Form S1 that is so replaced shall cease to be referred to by that term for a cumulative period purposes of three months after the Effective Datethis Agreement.
e. Prepare and file with the Commission such amendments and supplements to the (c) The Company shall pay all Registration Statement and the prospectus used Expenses (as defined below) in connection with any registration, qualification or compliance hereunder, and each Purchaser shall pay all Selling Expenses (as defined below) and other expenses that are not Registration Expenses relating to the Common Stock resold by such Purchaser. "Registration Statement as may be necessary to comply Expenses" shall mean all expenses, except for Selling Expenses, incurred by the Company in complying with the registration provisions herein described, including without limitation, all registration, qualification and filing fees (including all SEC and Nasdaq fees), printing expenses, escrow fees, fees and disbursements of counsel for the Act with respect Company and for any underwriter (unless paid by such underwriter), blue sky fees and expenses, the expense of any special audits incident to or required by any such registration and the reasonable fees and disbursements of one counsel to all selling Purchasers. "Selling Expenses" shall mean only selling commissions, underwriting discounts and stock transfer taxes applicable to the disposition Common Stock sold by each Purchaser and all fees and disbursements of all securities covered by such Registration Statement.
f. Furnish counsel for any Purchaser (which counsel, if any, shall be additional to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order one counsel to facilitate the disposition of the Quinxxx Xxxres owned by them.
g. Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that Quinxxx xxxll not be required in connection therewith or as a condition thereto to qualify to do business in any such states or jurisdictions.
h. Notify each Holder of the happening of any event as a result of which the prospectus included all selling Purchasers referenced in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingpreceding sentence).
i. Cause all Quinxxx Xxxres registered pursuant to such Registration Statement to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Date.
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Net Value Holdings Inc)
Registration Requirements. Quinxxx xxxll The Company shall use its best efforts to effect the registration of the Quinxxx Xxxres Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the public sale or distribution of all the Quinxxx Shares Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the HoldersHolder. Such best efforts by Quinxxx xxxll the Company shall include the following:
a. (a) The filing by Quinxxx xx later than 52 days Company shall, as expeditiously as reasonably possible after the Closing Date of the Registration Statement Date:
(i) But in any event within 30 days thereafter, prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or successor form) or such other appropriate registration form if Quinxxx xx in the event that the Company is ineligible to use Form S-3.
b. such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities ("Registration Statement"). Such Registration Statement shall, in addition and without limitation, register (pursuant to Rule 416 under the Securities Act, or otherwise) such additional indeterminate number of Registrable Securities as shall be necessary to permit the conversion in full of the Debentures and the issuance of additional shares of Common Stock to Holders pursuant to the various reset provisions of the Debentures. Thereafter, using its best efforts to cause such Registration Statement to be declared effective by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Company shall use its best efforts to cause such Registration Statement and other filings to again be declared effective by as soon as possible, and in any event prior to 90 days following the Commission Closing Date. The Company shall provide Holders and maintained effective for a cumulative period of three months after the Effective Datetheir legal counsel reasonable opportunity to review any such Registration Statement or amendment or supplement thereto prior to filing.
e. (ii) Prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration StatementStatement and notify the Holders of the filing and effectiveness of such Registration Statement and any amendments or supplements.
f. (iii) Furnish to the Holders each Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such Holder may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres Registrable Securities owned by themsuch Holder.
g. (iv) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or "Blue Sky Sky" laws of such jurisdictions as shall be reasonably requested by the Holderseach Holder; provided that Quinxxx xxxll the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
h. (v) Notify each Holder immediately of the happening of any event as a result of which the prospectus (including any supplements thereto or thereof) included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and use its best efforts to promptly update and/or correct such prospectus.
i. Cause (vi) Notify each Holder immediately of the issuance by the Commission or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.
(vii) Permit a single firm of counsel, designated as Holders' counsel by a majority of the Registrable Securities included in the Registration Statement, to review the Registration Statement and all Quinxxx Xxxres registered pursuant amendments and supplements thereto within a reasonable period of time prior to each filing, and shall not file any document in a form to which such counsel reasonably objects.
(viii) Use its best efforts to list the Registrable Securities covered by such Registration Statement with all securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the Common Shares are traded.
(ix) Take all steps necessary to enable Holders to avail themselves of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Act.
(b) Set forth below in this Section 2(b) are (I) events that may arise that the Investors consider will interfere with the full enjoyment of their rights under the Debentures, the Purchase Agreement and this Agreement (the "Interfering Events"), and (II) certain remedies applicable in each of these events. Paragraphs (i) through (iv) of this Section 2(b) describe the Interfering Events, provide a remedy to the Investors if an Interfering Event occurs and provide that the Investors may require that the Company redeem outstanding Debentures at a specified price if certain Interfering Events are not timely cured. Paragraph (v) provides, INTER ALIA, that if cash payments required as the remedy in the case of certain of the Interfering Events are not paid when due, the Company may be required by the Investors to redeem outstanding Debentures at a specified price. Paragraph (vi) provides, INTER ALIA, that the Investors have the right to specific performance. The preceding paragraphs in this Section 2(b) are meant to serve only as an introduction to this Section 2(b), are for convenience only, and are not to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Dateconsidered in applying, construing or interpreting this Section 2(b).
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.
Appears in 1 contract
Registration Requirements. Quinxxx xxxll Alteon shall use its best efforts to effect the registration for resale of the Quinxxx Xxxres Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the public sale or distribution of all the Quinxxx Shares Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the HoldersHolder. Such best efforts by Quinxxx xxxll Alteon shall include the following:
a. The filing by Quinxxx xx later than 52 days (a) Alteon shall, as expeditiously as reasonably possible after the Closing Date of the Registration Statement Date:
(i) Prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or successor form) or such other appropriate registration form if Quinxxx xx in the event that Alteon is ineligible to use Form S-3.
b. such form, such other form as Alteon is eligible to use under the Securities Act) covering the Registrable Securities ("Registration Statement"). Thereafter, using its best efforts to cause such Registration Statement to be declared effective by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Alteon shall use its best efforts to cause such Registration Statement and other filings to again be declared effective by prior to the Commission end of the period terminating 90 days following the Closing Date (the "Registration Deadline"). Alteon shall provide Holders reasonable opportunity to review any such Registration Statement or amendment or supplement thereto prior to filing, and maintained effective for Holders shall use their best efforts to complete such review in a cumulative period of three months after the Effective Datetimely fashion.
e. (ii) Prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration StatementStatement and notify the Holders of the filing and effectiveness of such Registration Statement and any amendments or supplements.
f. (iii) Furnish to the Holders each Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such Holder may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres Registrable Securities owned by themsuch Holder.
g. Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that Quinxxx xxxll not be required in connection therewith or as a condition thereto to qualify to do business in any such states or jurisdictions.
h. (v) Notify each Holder immediately of the happening of any event as a result of which the prospectus (including any supplements thereto or thereof) included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and use its best efforts to promptly update and/or correct such prospectus.
i. Cause (vi) Notify each Holder immediately of the issuance by the Commission or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. Alteon shall use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.
(vii) Permit a single firm of counsel, designated as Holders' counsel by a majority of the Registrable Securities included in the Registration Statement, to review the Registration Statement and all Quinxxx Xxxres registered pursuant amendments and supplements thereto within a reasonable period of time prior to each filing, and shall not file any document in a form to which such counsel reasonably objects.
(viii) Use its best efforts to list the Registrable Securities covered by such Registration Statement with all securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the Common Shares are traded.
(ix) Take all steps necessary to enable Holders to avail themselves of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Act.
(b) Set forth below in this Section 2(b) are (I) events that may arise that the Investors consider will interfere with the full enjoyment of their rights under this Agreement (the "Interfering Events"), and (II) the remedies applicable in each of these events. Paragraphs (i) through (iv) of this Section 2(b) describe the Interfering Events, provide a remedy to the Investors if an Interfering Event occurs and provide that the Investors may require that Alteon redeem outstanding Preferred Shares at a specified price if certain Interfering Events are not timely cured. Paragraph (v) provides, inter alia, that if cash payments required as the remedy in the case of certain of the Interfering Events are not paid when due, Alteon may be required by the Investors to repurchase outstanding Preferred Shares at a specified price. Paragraph (vi) provides, inter alia, that the Investors may require that Alteon redeem outstanding Preferred Shares at a specified price if certain of the Interfering Events are not timely cured. -4- The preceding paragraphs in this Section 2(b) are meant to serve only as an introduction to this Section 2(b), are for convenience only, and are not to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Dateconsidered in applying, construing or interpreting this Section 2(b).
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.
Appears in 1 contract
Registration Requirements. Quinxxx xxxll The Company shall use its best efforts to effect the registration of the Quinxxx Xxxres Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the public sale or distribution of all the Quinxxx Shares Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the Holdersany Holder. Such best efforts by Quinxxx xxxll include the Company shall include, without limitation, the following:
a. (a) The filing by Quinxxx xx later than 52 Company shall, as expeditiously as possible after the Closing Date:
(i) But in any event within forty-five (45) calendar days after the Closing Date of the Registration Statement Closing, prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or successor form) or such other appropriate registration form if Quinxxx xx in the event that the Company is ineligible to use Form S-3.
b. Thereaftersuch form, using its best efforts such other form as the Company is eligible to cause such Registration Statement to be declared effective use under the Securities Act) covering resales by the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months after the Effective Date that would cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation Holders of the Act, Registrable Securities ("REGISTRATION STATEMENT"). Thereafter the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to Company shall use its best efforts to cause such Registration Statement and other filings to again be declared effective by as soon as possible, and in any event prior to ninety (90) days following the Commission Closing Date; provided that if the SEC reviews and maintained gives comments on the Registration Statement requiring changes and amendments thereto before it will declare the Registration Statement effective, then the Company shall use its best efforts to have the Registration Statement and other filings declared effective for a cumulative period no later than 120 days following the Closing Date. Without limiting the foregoing, the Company will promptly respond to all SEC comments, inquiries and requests, and shall request acceleration of three months after effectiveness at the Effective Dateearliest possible date.
e. (ii) Prepare and file with the Commission SEC such amendments and supplements to the such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration StatementStatement and promptly notify the Holders of the filing and effectiveness of such Registration Statement and any amendments or supplements.
f. (iii) Furnish to the Holders each Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as they such Holder may reasonably request require in order to facilitate the disposition of the Quinxxx Xxxres Registrable Securities owned by themsuch Holder.
g. Use its best efforts to register (iv) Register and qualify the securities covered by such Registration Statement under such other the securities or "Blue Sky Sky" laws of such jurisdictions as shall be reasonably requested by the Holders; provided that Quinxxx xxxll not be required in connection therewith or as a condition thereto to qualify to do business in any such states or all domestic jurisdictions.
h. (v) Notify each Holder immediately of the happening of any event (but not the substance or details of any such events unless specifically requested by a Holder) as a result of which the prospectus (including any supplements thereto or thereof) included in the such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and use its best efforts to promptly update and/or correct such prospectus.
i. Cause (vi) Notify each Holder immediately of the issuance by the Commission or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the threat or initiation of any proceedings for that purpose. The Company shall use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time.
(vii) Permit counsel to the Holders to review and comment upon the Registration Statement and all Quinxxx Xxxres registered pursuant amendments and supplements thereto within a reasonable period of time (but not less than five (5) full trading days) prior to each filing, and shall not file any document in a form to which such counsel reasonably objects and will not request acceleration of the Registration Statement without prior notice to such counsel.
(viii) List the Registrable Securities covered by such Registration Statement with all securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the Nasdaq National Market System or any exchange or market where the Common Stock is traded.
(ix) Take all steps necessary to enable Holders to avail themselves of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Act.
(b) Set forth below in this Section 2(b) are (I) events that may arise that the parties consider will interfere with the full enjoyment by the Investors of their rights under this Agreement and the Investment Agreement (the "INTERFERING EVENTS"), and (II) certain remedies applicable in each of these events. Paragraphs (i) through (iv) of this Section 2(b) describe the Interfering Events, provide a non-exclusive remedy to the Investors if an Interfering Event occurs and provide that the Investors may require that the Company issue additional shares of Common Stock. Paragraph (v) provides, inter alia, that if default adjustments required as the remedy in the case of certain of the Interfering Events are not provided when due, the Company may be required by the Investors issue additional shares of Common Stock. Paragraph (vi) provides, inter alia, that the Investors have the right to specific performance. The preceding paragraphs in this Section 2(b) are meant to serve only as an introduction to this Section 2(b), are for convenience only, and are not to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Dateconsidered in applying, construing or interpreting this Section 2(b).
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to (i) Delay in Effectiveness of Registration Statement.
(A) In the event that such Registration Statement has not been declared effective within the periods specified in Section 2(a)(i), then the Company shall pay each Holder a Monthly Delay Payment (as defined below) for each 30 day period (or portion thereof) that effectiveness of the Registration Statement is delayed. In addition to the foregoing, if for any reason the Registration Statement has not been declared effective within 180 days after the Closing Date, then each Holder shall have the right but not the obligation to receive from the Company (for no additional consideration), and the Company shall have the obligation to deliver to such Holder upon Holder's demand, at any time after the 180th day after the Closing Date, the Mandated Acceleration Shares.
(B) As used in this Agreement, a CUSIP "MONTHLY DELAY PAYMENT" shall be a payment in immediately available funds equal to .5% of the Share Purchase Price of the Purchased Shares held by a Holder for the initial 30 day period (or portion thereof) that the specified condition in this Section 2(b) has not been fulfilled or the specified deficiency has not been remedied, and an additional .5% of the Share Purchase Price of the Purchased Shares held by a Holder for each subsequent such 30 day period (or portion thereof), up to a maximum of 2% per 30 day period (or portion thereof). If the aggregate amount of Monthly Delay Payments payable in cash by the Company pursuant to any section of this Agreement is capped (which cap shall never be less than $250,000 in the aggregate) by the Company's secured credit arrangements existing as of the date hereof, then all Monthly Delay Payments in excess of such cap limit shall be paid to the Holders in shares of Common Stock. The number for all of shares of Common Stock so payable by the Company to the Holder (the "DELAY SHARES") shall be calculated by dividing the portion of the Monthly Delay Payment not payable in cash by a number equal to 70% of the lowest CBP during the period from and including the commencement of the relevant Interfering Event until the end of that Interfering Event. Payment of the Monthly Delay Payments and delivery of the Mandated Acceleration Shares and the Delay Shares shall be due and payable from the Company to such Quinxxx Holder within five (5) business days of demand therefor. Without limiting the foregoing, if delivery of the Mandated Acceleration Shares and the Delay Shares is not made within such 5 business day period, the Holder may revoke and withdraw in whole or in part its election to cause the Company to deliver such Mandated Acceleration Shares and Delay Shares at any time prior to its receipt of those Mandated Acceleration Shares and Delay Shares, without prejudice to its ability to elect to receive those or other Mandated Acceleration Shares and Delay Shares in each case not later than the Effective Datefuture.
Appears in 1 contract
Registration Requirements. Quinxxx xxxll (a) The Company shall use its best efforts to effect the registration of the Quinxxx Xxxres as would permit or facilitate the public sale or distribution of all the Quinxxx Shares by the Holders. Such best efforts by Quinxxx xxxll include the following:
a. The filing by Quinxxx xx later than 52 days after the Closing Date of prepare and file the Registration Statement with the Commission pursuant to Rule 415 SEC under the Securities Act on Form S-3 (or successor form) or such other appropriate registration form if Quinxxx xx ineligible to use Form S-3.
b. Thereafter, using its best efforts to cause such Registration Statement to be declared effective register the resale of the Shares by the Commission within 187 Purchasers no later than 30 days following after the Closing Date.
c. Thereafter(b) The Company shall pay all Registration Expenses (as defined below) in connection with any registration, abstaining from taking qualification or compliance hereunder, and each Purchaser shall pay all Selling Expenses (as defined below) and other expenses that are not Registration Expenses relating to the Shares resold by such Purchaser. Registration Expenses shall mean all expenses, except for Selling Expenses, incurred by the Company in complying with the registration provisions herein described, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any affirmative action special audits incident to or required by any such registration. Selling Expenses shall mean all selling commissions, underwriting fees and stock transfer taxes applicable to the Shares and all fees and disbursements of counsel for a period any Purchaser.
(c) In the case of three months after the Effective Date that would registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) cause the Commission to declare such Registration Statement to be no longer effective, unless required to do so by become effective as soon as practicable after the filing thereof but in any statute, rule or regulation of the Act, the Exchange Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event within 90 days after the Registration Statement becomes ineffective within is filed by the three month period Company, subject to receipt of necessary information from the Purchasers after prompt request from the Effective Company to the Purchasers to provide such information; (ii) keep such registration effective until the earlier (such date being referred to as the “Registration Termination Date”) of (A) the second anniversary of the Closing Date, to use its best efforts to cause or (B) such Registration Statement to again be declared effective date as all of the Shares have been resold by the Commission and maintained effective for a cumulative period of three months after the Effective Date.
e. Prepare original Purchasers thereof; (iii) prepare and file with the Commission SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement.
f. Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Quinxxx Xxxres owned by them.
g. Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that Quinxxx xxxll not be required in connection therewith or as a condition thereto to qualify to do business in any such states or jurisdictions.
h. Notify each Holder of the happening of any event as a result of which the prospectus included in the Registration Statement; (iv) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as then in effect, includes an untrue statement of a material fact or omits Purchaser from time to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.
i. Cause time may reasonably request; (v) cause all Quinxxx Xxxres Shares registered pursuant to such Registration Statement as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by Quinxxx the Company are then listed not later than the Effective Date.
j. Provide or quoted; (vi) provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to the Registration Statement; (vii) to comply with all applicable rules and regulations of the SEC; and (viii) file the documents required of the Company and maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Shares are originally sold and (B) all other states reasonably specified in writing by a Purchaser, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. After the Registration Termination Date, the Company shall be entitled to withdraw the Registration Statement and the Purchasers shall have no further right to offer or sell any of the Shares pursuant to the Registration Statement.
(d) With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act (“Rule 144”) and any other rule or regulation of the SEC that may at any time permit a Purchaser to sell Shares to the public without registration or pursuant to a registration on Form S-3, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the second anniversary of the date hereof or (B) such date as all of the Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (iii) furnish to any Purchaser upon request, as long as the Purchaser owns any Shares, (A) a written statement by the Company that it is in compliance with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company, and (C) such other information as may be reasonably requested in order to avail any Purchaser of any rule or regulation of the SEC that permits the selling of any such Shares without registration or pursuant to such Form S-3.
(e) Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the selling Purchasers a certificate signed by the Chief Executive Officer or the Chief Financial Officer of the Company stating that the Board of Directors of the Company has made the good faith and reasonable determination (i) that continued use by the selling Purchasers of the Registration Statement for purposes of effecting offers or sales of Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that is therefore desirable to suspend the use by the Purchasers of such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Shares pursuant thereto, then the right of the selling Purchasers to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Shares pursuant thereto shall be suspended. Notwithstanding the foregoing, the Company shall not under any circumstances be entitled to exercise its right to suspend the use of the Registration Statement more than on more than three occasions during any 12-month period or for more than 30 days per such occasion. Each Purchaser hereby covenants and agrees that it will not sell any Shares pursuant to the Registration Statement during the periods the Registration Statement is withdrawn or the ability to sell thereunder is suspended as set forth in this Section 7.1(e).
(f) If the Company does not file the Registration Statement with the SEC on or prior to the date 30 days after the Closing Date (the “Filing Deadline Date”) then in addition to any other rights the Purchasers may have hereunder or under applicable law: (x) on the seventh day after the Filing Deadline Date, if the Company shall not have filed the Registration Statement with the SEC prior to such seventh day, the Company shall pay to each Purchaser an amount in cash, as liquidated damages and not as a CUSIP number penalty, equal to 1.5% of the aggregate purchase price paid by such Purchaser pursuant to this Agreement for all any Shares then held by such Quinxxx Purchaser; and (y) on the seventh day of each month thereafter, if the Company has not filed the Registration Statement with the SEC prior to such seventh day, the Company shall pay to each Purchaser an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Purchaser pursuant to this Agreement for any Shares then held by such Purchaser; provided, however, that in no event shall the Company be required hereunder to pay to any Purchaser in the aggregate an amount that exceeds 6.0% of the aggregate purchase price paid by such Purchaser for such Purchaser’s Shares, in each case not later than the Effective Date.
Appears in 1 contract
Samples: Share Purchase Agreement (Penwest Pharmaceuticals Co)
Registration Requirements. Quinxxx xxxll (a) GEROVA shall prepare and file with the United States Securities and Exchange Commission (the “SEC”) a “Shelf” Registration Statement covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 as promptly as possible after the date hereof but in any event on or before the Initial Filing Date. The Registration Statement shall be on Form F-1 or F-3 (or such other form as may be appropriate in accordance herewith and with the Securities Act) and (i) shall comply in all material respects with the requirements of the applicable form and include (or incorporate by reference herein) all financial statements required by the SEC to be filed herewith and (ii) shall contain (unless otherwise directed by the GEROVA Shareholders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, GEROVA shall use its best efforts to effect the registration of the Quinxxx Xxxres as would permit or facilitate the public sale or distribution of all the Quinxxx Shares by the Holders. Such best efforts by Quinxxx xxxll include the following:
a. The filing by Quinxxx xx later than 52 days after the Closing Date of the Registration Statement with the Commission pursuant to Rule 415 under the Act on Form S-3 (or successor formi) or such other appropriate registration form if Quinxxx xx ineligible to use Form S-3.
b. Thereafter, using its best efforts to cause such a Registration Statement to be declared effective by under the Commission within 187 days following the Closing Date.
c. Thereafter, abstaining from taking any affirmative action for a period of three months Securities Act as promptly as possible after the Effective Date that would cause filing thereof, but in any event prior to the Commission Effectiveness Date, and (ii) to declare keep such Registration Statement to be no longer effective, unless required to do so by any statute, rule or regulation of continuously effective under the Act, the Exchange Securities Act or any state securities law, or any other federal or state statute, rule or regulation.
d. In the event the Registration Statement becomes ineffective within the three month period after the Effective Date, to use its best efforts to cause such Registration Statement to again be declared effective by the Commission and maintained effective for a cumulative period of three months after the Effective Date.
e. Prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of until all securities covered by such Registration Statement.
f. Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Quinxxx Xxxres owned by them.
g. Use its best efforts to register and qualify the securities Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). GEROVA shall telephonically confirm with the SEC effectiveness of a Registration Statement as of 4:00 pm Eastern time on a Trading Day prior to the Effectiveness Date. GEROVA shall immediately notify the GEROVA Shareholders via an Interim Report on Form 6-K and facsimile of the effectiveness of a Registration Statement on the same Trading Day that GEROVA telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of a Registration Statement. GEROVA shall file, by 9:30 a.m. Eastern time on the second Trading Day following the date on which the initial Registration Statement filed by GEROVA pursuant to this Agreement is first declared effective by the SEC, a final Prospectus with the SEC as required by Rule 424. Failure to so notify the GEROVA Shareholders within two Trading Days of such notification of effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b).
(b) If (i) GEROVA files a Registration Statement without affording the GEROVA Shareholders the opportunity to review and comment on the same as required by Section 3(a) herein; (ii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by the Effectiveness Date, or (iii) after the Effectiveness Date, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the GEROVA Shareholders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 45 consecutive calendar days or more than an aggregate of 90 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date on which such 45 or 90 calendar day period, as applicable, is exceeded being referred to as the “Event Date”), then in addition to any other rights the GEROVA Shareholders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, GEROVA shall pay to the GEROVA Shareholders partial liquidated damages (the “Partial Liquidated Damages”) by delivering to the GEROVA Shareholders a number of Ordinary Shares equal to 1.0% of the quotient obtained by dividing (x) the number of Registrable Securities that are not then registered for resale pursuant to an effective Registration Statement by (y) the greater of the closing price of GEROVA ’s Ordinary Shares as traded on the NYSE Amex (or such other securities exchange or Blue Sky laws interdealer quotation system the Ordinary Shares are then primarily traded or quoted, as the case may be) on the date of such jurisdictions as shall be reasonably requested by the Holders; provided that Quinxxx xxxll not be required in connection therewith payment or as a condition thereto to qualify to do business in any $6.00 or such states or jurisdictions.
h. Notify each Holder of the happening of any event as a result of which the prospectus included in the Registration Statement, as other Conversion Price then in effect, includes an untrue statement ). The parties agree that the maximum aggregate liquidated damages payable to the GEROVA Shareholders under this Agreement shall be 10.0% of the Estimated NAV (as defined in the applicable Acquisition Agreement). The Partial Liquidated Damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a material fact or omits month prior to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light cure of the circumstances then existingan Event.
i. Cause all Quinxxx Xxxres registered pursuant to such Registration Statement to be listed on each securities exchange on which similar securities issued by Quinxxx are then listed not later than the Effective Date.
j. Provide a transfer agent and registrar for all Quinxxx Shares registered pursuant to such Registration Statement and a CUSIP number for all such Quinxxx Shares, in each case not later than the Effective Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Gerova Financial Group LTD)
